8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 27, 2023

Western Asset Mortgage Capital Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 Delaware

(STATE OF INCORPORATION) 

001-35543	27-0298092
(COMMISSION FILE NUMBER)	(IRS EMPLOYER ID. NUMBER)

 

385 East Colorado Boulevard,	91101
Pasadena, California	(ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         (801) 952-3390

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ý Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	WMC	New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On June 28, 2023, Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”), announced it entered into an Agreement and Plan of Merger, dated as of June 27, 2023 (the “Merger Agreement”), with Terra Property Trust, Inc. (“TPT”) and Maverick Merger Sub, LLC (“Merger Sub”). Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, Merger Sub, a wholly owned subsidiary of WMC, will merge with and into TPT, with TPT surviving (the “Merger”).

Under the terms of the Merger Agreement, WMC will amend its charter (the “WMC Charter Amendment”) to reclassify its existing common stock as Class A common stock and to create a new class of WMC common stock designated as Class B common stock with three separate series B-1, B-2 and B-3, which will convert on a share-for-share basis into WMC Class A common stock in one-third increments six months, one year and 18 months after consummation of the Merger. The WMC Class A common stock will remain listed on the New York Stock Exchange (“NYSE”), but the newly issued shares of WMC Class B common stock will not be listed on any exchange. However, shares of WMC Class A common stock received upon conversion of WMC Class B common stock will be listed and freely tradable on the NYSE.

Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of TPT Class B common stock will convert into the right to receive shares of WMC Class B common stock (the “Merger Consideration”), allocated equally among series B-1, B-2 and B-3. The rate at which the TPT Class B common stock will be exchanged for shares of WMC Class B common stock will equal the “Company Adjusted Book Value Per Share” divided by the “Parent Adjusted Book Value Per Share” as of the Determination Date (as determined pursuant to the Merger Agreement) (the “Exchange Ratio”). The Company Adjusted Book Value Per Share equals TPT’s total consolidated common stockholders’ equity, minus certain adjustment items (including for TPT to include accumulated depreciation and amortization on real estate assets owned), minus certain TPT transaction expenses, as determined in accordance with the Merger Agreement, divided by the number of shares of TPT Class B common stock issued and outstanding (including any shares of TPT Class B common stock issuable upon conversion or exchange of any outstanding securities that are convertible into or exchangeable for shares of TPT Class B common stock). Parent Adjusted Book Value Per Share equals WMC’s total consolidated common stockholders’ equity, as adjusted to reflect the deconsolidation of variable interest entities and WMC’s interest in the securities owned, minus certain adjustment items and minus certain WMC transaction expenses, as determined in accordance with the Merger Agreement, divided by the number of shares of common stock of WMC issued and outstanding (including shares issuable pursuant to outstanding WMC Equity Awards (as defined below) on a net-settled basis). WMC transaction expenses exclude (i) a $7 million termination fee payable by WMC to its existing manager in connection with the termination of the Existing WMC Management Agreement (as defined below), (ii) accrued but unpaid management fees and unreimbursed expenses owed to the manager, (iii) transfer taxes and (iv) the cost of the D&O tail policy.

Each share of WMC’s restricted common stock and each WMC restricted stock unit (each, a “WMC Equity Award”) will vest in full immediately prior to the Effective Time, provided, however, that WMC Equity Awards granted on the date of WMC’s 2023 annual stockholders meeting to (i) M. Christian Mitchell and Lisa G. Quateman, who will remain on the WMC board of directors following the Merger, (the “Continuing Directors”) will not vest in connection with the Merger and, instead, will remain outstanding per their original terms, and (ii) members of the WMC board of directors who are not Continuing Directors will vest on a pro rata basis (based on the number of days between grant date and the Closing Date).

The obligation of each party to consummate the Merger is subject to a number of conditions, including, among others, (a) the approval of the Merger and other transactions as contemplated by the Merger Agreement by the affirmative vote of a majority of the outstanding shares entitled to vote by TPT stockholders (the “TPT Stockholder Approval”), (b) the approval of (i) the issuance of WMC Class B common stock pursuant to the Merger Agreement by the affirmative vote of WMC stockholders holding a majority of the votes cast and (ii) the WMC Charter Amendment by the affirmative vote of WMC stockholders holding a majority of the outstanding shares of WMC common stock (the “WMC Stockholder Approval”), (c) the Registration Statement being declared effective by the SEC, (d) the listing on the NYSE of the shares of WMC Class A common stock to be issued upon conversion of the shares of WMC Class B common stock that will be issued in connection with the Merger (condition to TPT’s obligation only), (e) the representations and warranties of each of the parties being true and correct, subject to the materiality standards contained in the Merger Agreement, (f) each party’s compliance in all material respects with their respective covenants and agreements set forth in the Merger Agreement, (g) the absence of a material adverse effect with respect to either TPT or WMC, (h) the delivery of certain tax opinions, documents and certificates, and (i) WMC’s accomplishing a Specified Financing Resolution (as defined in the Merger Agreement) or a Specified Financing Repurchase (as defined in the Merger Agreement) with respect to certain financings (condition to TPT’s obligation only).

The Merger Agreement contains customary representations, warranties and covenants by the parties. The representations and warranties of the parties are subject to certain important qualifications and limitations set forth in

confidential disclosure letters delivered by TPT, on the one hand, and WMC, on the other hand, and were made solely for purposes of the contract among the parties. The representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, and the representations and warranties are primarily intended to establish circumstances in which either of the parties may not be obligated to consummate the Merger, rather than establishing matters as facts. In addition, the Merger Agreement provides that each of TPT and WMC will, until the Effective Time, use commercially reasonable efforts to operate their respective businesses in all material respects in the ordinary course and preserve substantially intact its current business organization and preserve key business relationships. Each of TPT and WMC is subject to restrictions as specified in the Merger Agreement on certain actions each company may take prior to the Effective Time, including related to amending organizational documents, declaring dividends, issuing or repurchasing capital stock, engaging in certain business transactions and incurring indebtedness.

The Merger Agreement provides for reciprocal “no-shop” provisions, which prohibit each of TPT, WMC and their respective subsidiaries from, among other things, (a) initiating, soliciting or knowingly encouraging the making of a competing proposal; (b) engaging in any discussions or negotiations with any person with respect to a competing proposal; (c) furnishing any non-public information regarding it or any of its subsidiaries, or access to its properties, assets or employees in connection with a competing proposal; (d) entering into a letter of intent or agreement in principle or other agreement providing for a competing proposal; or (e) effecting a change of recommendation. The no-shop provisions are subject to certain exceptions as more fully described in the Merger Agreement, including the ability of TPT or WMC to engage in the foregoing activities under certain circumstances in the event that it receives a bona fide, competing proposal that is, or is reasonably expected to lead to, a “superior proposal,” that did not result from a material breach of the foregoing restrictions.

At any time prior to obtaining the requisite stockholder approval, under certain specified circumstances, the board of directors of each of TPT and WMC may change its recommendation to its stockholders regarding the Merger (with respect to the TPT board of directors) or the issuance of shares of WMC Class B common stock or approval of the WMC Charter Amendment (with respect to the WMC board of directors), if such board of directors (i) determines in good faith after consulting with its outside legal counsel that the failure to do so would reasonably be likely to be inconsistent with such board of directors’ legal duties as directors under applicable law (outside the context of a competing proposal, which is addressed in the following prong (ii)) or (ii) in response to a bona fide unsolicited written competing proposal that such board of directors has determined in good faith (after consultation with its legal and financial advisors) is a “superior proposal,” provided the company intending to make the change of recommendation complies with the procedures set forth in the Merger Agreement.

The Merger Agreement contains certain termination rights for both TPT and WMC, including if there is a failure to complete the Merger on or before March 21, 2024, a failure to obtain the TPT Stockholder Approval or the WMC Stockholder Approval, a change of recommendation of the other party’s board of directors, acceptance of a superior proposal, or uncured breaches by the other party of certain covenants. In the event of a termination of the Merger Agreement under certain circumstances, including a change of recommendation or the acceptance of a superior proposal, TPT or WMC, as applicable, would be required to pay the other party a termination fee of, in the case of payment by WMC, $3,000,000 and, in the case of payment by TPT, $6,000,000.

In the Merger Agreement, WMC has agreed to take all necessary corporate action so that upon and after the Effective Time, (i) the size of the WMC board of directors is increased by two members, (ii) all of the current members of the WMC board of directors resign effective as of the Effective Time except for the Continuing Directors, each of whom will remain on the WMC board of directors following the Effective Time, and (iii) up to six persons designated by TPT prior to the Effective Time be appointed to the WMC board of directors. The parties further agreed to nominate the Continuing Directors to the WMC board of directors at the next annual meeting following the Effective Time.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Amended and Restated Management Agreement

Contemporaneously with the execution of the Merger Agreement, WMC, TPT and TPT’s external adviser, Terra REIT Advisers, LLC (“TRA”), entered into an Amended and Restated Management Agreement (the “New Management Agreement”), which will upon effectiveness amend and restate the existing Management Agreement, dated September 1, 2016 (as amended on February 8, 2018), by and between TPT and TRA (the “Existing TPT Management Agreement”). The New Management Agreement will become effective automatically upon the closing of the Merger, and will have no force and effect if the Merger does not close.

Pursuant to the New Management Agreement, WMC will pay TRA a quarterly fee (the “Base Management Fee”) in cash equal to 1.50% of “Stockholders Equity” (defined as the net asset value of WMC as determined by TRA, after giving effect to the closing of the Merger, subject to certain adjustments as set forth in the New Management Agreement). Pursuant to the New Management Agreement, WMC will pay TRA a quarterly fee (the “Incentive Fee”) in cash equal to 20% of Distributable Earnings (as defined below) over a 7% rolling four quarter hurdle.

The New Management Agreement defines “Distributable Earnings” as net income (loss), computed in accordance with GAAP, including realized gains and losses not otherwise included in GAAP net income (loss) and excluding (i) expenses incurred in connection with the Merger Agreement and Merger, (ii) non-cash equity compensation expense, (iii) the Incentive Fee, (iv) depreciation and amortization, (v) unrealized gains or losses or other non-cash items included in the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss or in net income, (vi) one-time events resulting from changes in GAAP, (vii) to the extent deducted from net income (loss), distributions payable with respect to equity securities of WMC’s subsidiaries issued in exchange for properties or interests therein and (viii) certain other non-cash adjustments, as approved by a majority of WMC’s independent directors.

Pursuant to the New Management Agreement, WMC will reimburse TRA for costs and expenses incurred by TRA or its affiliates on behalf of WMC on substantially the same terms as were provided for by the Existing TPT Management Agreement.

The New Management Agreement will have an initial term expiring on the three-year anniversary of the closing date of the Merger. Thereafter, the New Management Agreement will automatically renew for an unlimited number of additional one-year terms unless:

•at least two-thirds of WMC’s independent directors or the holders of a majority of the outstanding shares of WMC common stock (excluding shares held by senior management and affiliates of TRA) elect not to renew the agreement on the grounds that (a) there has been unsatisfactory performance by TRA that is materially detrimental to WMC or (b) the compensation payable to TRA is unfair; provided, however, that, in the event of an attempted non-renewal by WMC pursuant to the foregoing clause (b), TRA will be entitled to continue to provide services under the New Management Agreement based upon reduced compensation terms negotiated in accordance with the terms of the Management Agreement; or

•TRA provides written notice of non-renewal at least 180 days prior to the next renewal date.

TRA will be entitled to receive the Termination Fee (as discussed below) in the event that WMC’s independent directors or WMC’s stockholders elect not to renew the New Management Agreement as described above.

In addition, WMC may terminate the New Management Agreement effective upon 30 days’ prior written notice to TRA upon a Cause Event (as defined in the New Management Agreement), and TRA may terminate the New Management Agreement effective upon 60 days’ prior written to WMC in the event that WMC defaults under the New Management Agreement and such default continues uncured for 30 days after delivery of notice thereof. TRA will be entitled to receive the Termination Fee (as discussed below) in the event TRA terminates the New Management Agreement as described in the foregoing sentence.

The Termination Fee payable by WMC to TRA upon certain terminations of the New Management Agreement (as noted above) will equal: (i) three times the average annual Base Management Fee during the 24-month period immediately preceding the date of such termination, and (ii) three times the average annual amount of the Incentive Fee during the 24-month period immediately preceding the termination date.

The approval of the majority of the independent directors of WMC will be required for TRA to take a number of actions, including (i) retain affiliates to perform services that do not fall within the provisions of the investment guidelines, (ii) retain entities to provide sub-advisory services, and (iii) consummate a transaction that involves any security structured or issued by an entity managed by TRA or its affiliates.

The foregoing description of the New Management Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Management Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to Management Agreement

In connection with the execution of the Merger Agreement, WMC, WMC’s external manager, Western Asset Management Company, LLC, a California limited liability company, and TPT (solely with respect to certain clauses) entered into an amendment (the “Management Agreement Amendment”) to the existing WMC management agreement, dated as of May 9, 2012, as amended on August 3, 2016 (the “Existing WMC Management Agreement”). The Management Agreement Amendment provides that upon the completion of the transactions contemplated by the Merger Agreement, the Existing WMC Management Agreement will terminate, and as a result of the completion of the transactions contemplated by the Merger Agreement and the termination of the Existing WMC Management Agreement, WMC will pay Western Asset Management Company, LLC a termination fee of $7,000,000 and any accrued but unpaid management fees and unreimbursed expenses.

The foregoing description of the Management Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Management Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

Voting Agreement

In connection with the execution of the Merger Agreement, WMC, Terra Offshore Funds REIT, LLC, a Delaware limited liability company (“Terra Offshore REIT”), and Terra JV, LLC, a Delaware limited liability company (“Terra JV”), entered into a Voting Agreement (the “Voting Agreement”). Under the Voting Agreement, at any meeting of the stockholders of TPT called with respect to the following matters or at which any of the following matters are acted upon, and at every adjournment or postponement thereof, each of Terra JV and Terra Offshore REIT agreed to vote, or cause the holder of record on any applicable record date to vote, all shares (the “Voting Shares”) that are then owned by each of them and entitled to vote: (i) in favor of the TPT Stockholder Approval and (ii) against approval of any proposal made in opposition to, in competition with, or that would result in a breach of, the Merger Agreement or the Merger or against any TPT competing proposal. Notwithstanding the foregoing, Terra JV and Terra Offshore REIT will retain at all times their existing rights to vote their respective Voting Shares (or to direct how their respective Voting Shares will be voted) in their sole discretion without any other limitation on any matters other than those already existing, or described above, until termination of the Voting Agreement.

For the term of the Voting Agreement, each of Terra JV and Terra Offshore REIT will not (i) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of their respective Voting Shares, with any such proxy, power-of-attorney, authorization or consent purported to be granted being void ab initio, or (ii) deposit or permit the deposit of any of their respective Voting Shares into a voting trust, except, in each case, pursuant to the Voting Agreement. The Voting Agreement also contains customary restrictions on Terra JV and Terra Offshore REIT transferring their respective Voting Shares while the Voting Agreement is in force, subject to customary exceptions.

The Voting Agreement and the obligations of Terra JV and Terra Offshore REIT will terminate upon the earlier to occur of (i) such date and time as the Merger Agreement will have been validly terminated pursuant to Article VIII thereof, (ii) the Effective Time, (iii) the termination of the Voting Agreement by mutual written consent of the parties thereto, (iv) the time that TPT’s board of directors has effected a change of recommendation in accordance with the terms of the Merger Agreement, or (v) the one year anniversary of the date of execution of the Voting Agreement.

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Equity Support Letter

In connection with the execution of the Merger Agreement, WMC has entered into a letter agreement with Terra Capital Partners, LLC (“TCP”) whereby TCP agreed to use reasonable best efforts to purchase up to $4 million of WMC Class A common stock within three months following the closing (the “Equity Support Letter”), subject to the terms and conditions of the Equity Support Letter. The purchases will be made on the open market at a price that is no higher than 80% of the book value per share of WMC’s common stock after giving effect to the Merger (calculated in accordance with GAAP, as presented in the most recently available financial statements of WMC and its subsidiaries at the time of such purchases), subject to compliance with appliable law.

The foregoing description of the Equity Support Letter does not purport to be complete and is qualified in its entirety by reference to the Equity Support Letter, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated June 27, 2023, by and among Western Asset Mortgage Capital Corporation, Maverick Merger Sub, LLC, and Terra Property Trust, Inc.*

10.1	Amended and Restated Management Agreement, dated June 27, 2023 by and among Terra Property Trust, Inc., Western Asset Mortgage Capital Corporation and Terra REIT Advisors, LLC.
10.2	Amendment to Management Agreement, dated June 27, 2023 by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and Terra Property Trust, Inc.
99.1	Voting Agreement, dated June 27, 2023, by and among Western Asset Mortgage Capital Corporation, Terra Offshore Funds REIT, LLC and Terra JV, LLC.
99.2	Equity Support Letter, dated June 27, 2023, between Terra Capital Partners, LLC and Western Asset Mortgage Capital Corporation.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the U.S. Securities and Exchange Commission (the “SEC”) upon request.

Important Additional Information and Where to Find It

In connection with the proposed Merger, WMC expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) that contains a prospectus of WMC that will also include a joint proxy statement of WMC and TPT (the “joint proxy statement/prospectus”). The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed Merger and related matters. WMC and TPT also expect to file with the SEC other documents regarding the Merger. STOCKHOLDERS OF WMC AND TPT ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY WMC AND TPT WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT WMC, TPT, AND THE PROPOSED MERGER AND RELATED MATTERS. Stockholders of WMC and TPT may obtain free copies of the Registration Statement, the joint proxy statement/prospectus and all other documents filed or that will be filed by WMC or TPT with the SEC (if and when they become available) through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by WMC will be made available free of charge on WMC’s website at http://www.westernassetmcc.com, or by directing a request to its Investor Relations, Attention: Larry Clark at (310) 622-8223; email: lclark@finprofiles.com. Copies of documents filed with the SEC by TPT will be made available free of charge on TPT’s website at https://www.terrapropertytrust.com, or by directing a request to its Investor Relations at (212) 257-4666; email: ir@mavikcapital.com.

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation Relating to the Merger

WMC, TPT and their respective directors and executive officers, and certain other affiliates of WMC or TPT may be deemed to be “participants” in the solicitation of proxies from the stockholders of WMC and TPT in respect of the proposed Merger. Information regarding WMC and its directors and executive officers and their ownership of common stock of WMC can be found in WMC’s definitive proxy statement filed with the SEC on May 2, 2023, and its most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022. Information regarding TPT and its directors and executive officers and their ownership of common stock of TPT can be found in TPT’s definitive proxy statement filed with the SEC on April 26, 2023, and its most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Merger if and when they become available. These documents are available free of charge on the SEC’s website and from WMC or TPT, as applicable, using the sources indicated above.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These forward-looking statements are based on current assumptions, expectations, and beliefs of WMC and TPT and are subject to a number of trends and uncertainties that could cause actual

results to differ materially from those described in the forward-looking statements. Neither WMC nor TPT can give any assurance that these forward-looking statements will be accurate. These forward-looking statements generally can be identified by use of forward-looking terminology such as “may,” “will,” “target,” “should,” “expect,” “attempt,” “anticipate,” “project,” “estimate,” “intend,” “seek,” “continue,” or “believe,” or the negatives thereof or other variations thereon or comparable terminology. Similarly, statements herein that describe certain plans, expectations, goals, projections, and statements about the proposed Merger, including its financial and operational impact, the benefits of the Merger, the expected timing of completion of the Merger, and other statements of management’s beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company. There are a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from the forward-looking statements included herein, including, but not limited to, the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to obtain stockholder approvals relating the Merger and issuance of shares in connection therewith or the failure to satisfy the other conditions to completion of the Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of common stock of WMC; the risk that the Merger and its announcement could have an adverse effect on the operating results and businesses of WMC and TPT; the outcome of any legal proceedings relating to the Merger; the ability to successfully integrate the businesses following the Merger; the ability to retain key personnel; conditions in the market for mortgage-related investments; availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; inflationary pressures on the capital markets and the general economy; conditions in the market for commercial and residential loans, securities and other investments; legislative and regulatory changes that could adversely affect the businesses of WMC or TPT; risks related to the origination and ownership of loans and other assets, which are typically short-term loans that are subject to higher interest rates, transaction costs and uncertainty on loan repayments; risks relating to any future impact of the COVID-19 pandemic, including the responses of governments and industries, on the real estate sector; credit risks; servicing-related risks, including those associated with foreclosure and liquidation; the state of the U.S. and to a lesser extent, international economy generally or in specific geographic regions; the general volatility of the securities markets in which WMC or TPT participate; WMC or TPT’s ability to maintain their respective qualification as a real estate investment trust for U.S. federal income tax purposes; and WMC or TPT’s ability to maintain their respective exemption from registration under the Investment Company Act of 1940, as amended. All such factors are difficult to predict, including those risks set forth in the WMC’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at http://www.westernassetmcc.com and on the SEC’s website at http://www.sec.gov, and those risks set forth in TPT’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on TPT’s website at http://www.terrapropertytrust.com and on the SEC’s website at http://www.sec.gov. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Neither WMC nor TPT undertakes any obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WESTERN ASSET MORTGAGE CAPITAL CORPORATION
By:	/s/ Robert W. Lehman
	Name:	Robert W. Lehman
	Title:	Chief Financial Officer

Date:  June 30, 2023

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

among

WESTERN ASSET MORTGAGE CAPITAL CORPORATION,

MAVERICK MERGER SUB, LLC

and

TERRA PROPERTY TRUST, INC.

Dated as of June 27, 2023

THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT OR COMMITMENT OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DELIVERY OF THIS DOCUMENT BY THE PARTIES.

TABLE OF CONTENTS

Article I CERTAIN DEFINITIONS	2
1.1Certain Definitions	2
1.2Terms Defined Elsewhere	2
Article II THE MERGER	7
2.1The Merger	7
2.2Closing	7
2.3Effect of the Merger	7
2.4Organizational Documents	7
2.5Directors and Officers of the Surviving Company	8
2.6Directors of Parent	8
2.7Tax Consequences	8
2.8Parent Charter Amendment	9
2.9Treatment of Parent Equity Awards	9
Article III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY AND the membership interests of MERGER SUB; EXCHANGE	9
3.1Effect of the Merger on Capital Stock	9
3.2Payment for Securities; Exchange	11
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY	15
4.1Organization, Standing and Power	16
4.2Capital Structure	16
4.3Authority; No Violations; Approvals	17
4.4Consents	18
4.5SEC Documents; Financial Statements; Internal Controls and Procedures	18
4.6Absence of Certain Changes or Events	20
4.7No Undisclosed Material Liabilities	20
4.8Information Supplied	20
4.9Company Permits; Compliance with Applicable Laws	20
4.10Compensation; Benefits	21
4.11Taxes	22
4.12Litigation	25
4.13Intellectual Property	25
4.14Real Property	25
4.15Material Contracts	25
4.16Insurance	27
4.17Opinion of Financial Advisor	27
4.18Brokers	27
4.19State Takeover Statute	27
4.20Investment Company Act	28
4.21No Additional Representations	28

i

Article V REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB	29
5.1Organization, Standing and Power	29
5.2Capital Structure	29
5.3Authority; No Violations; Approvals	31
5.4Consents	32
5.5SEC Documents; Financial Statements; Internal Controls and Procedures	32
5.6Absence of Certain Changes or Events	33
5.7No Undisclosed Material Liabilities	33
5.8Information Supplied	34
5.9Parent Permits; Compliance with Applicable Laws	34
5.10Compensation; Benefits	34
5.11Taxes	36
5.12Litigation	38
5.13Intellectual Property	38
5.14Real Property	38
5.15Material Contracts	39
5.16Insurance	40
5.17Opinion of Financial Advisor	41
5.18Brokers	41
5.19State Takeover Statute	41
5.20Investment Company Act	41
5.21Ownership of Company Capital Stock	41
5.22Merger Sub	41
5.23No Additional Representations	41
Article VI COVENANTS AND AGREEMENTS	42
6.1Conduct of Company Business Pending the Merger	42
6.2Conduct of Parent Business Pending the Merger	46
6.3No Solicitation by the Company	51
6.4No Solicitation by Parent	54
6.5Preparation of Joint Proxy Statement and Registration Statement	58
6.6Stockholders Meetings	59
6.7Access to Information	60
6.8Reasonable Best Efforts	61
6.9Indemnification; Directors’ and Officers’ Insurance	62
6.10Stockholder Litigation	65
6.11Treatment of Parent Management Agreement	65
6.12Treatment of New Management Agreement	65
6.13Public Announcements	65
6.14Control of Business	66
6.15Transfer Taxes	66
6.16Notification	66
6.17Section 16 Matters	67

ii

6.18Listing Application	67
6.19Tax Matters	67
6.20Additional Dividends	68
6.21Takeover Laws	68
6.22Obligations of Merger Sub	68
6.23Parent Convertible Notes	69
6.24Director Resignations	69
6.25Employee Matters	69
6.26Parent New Equity Incentive Plan	69
6.27Corporate Name Change	70
6.28Certain Financings	70
Article VII CONDITIONS PRECEDENT	70
7.1Conditions to Each Party’s Obligation to Consummate the Merger	70
7.2Additional Conditions to Obligations of Parent and Merger Sub	71
7.3Additional Conditions to Obligations of the Company	72
7.4Frustration of Closing Conditions	74
Article VIII TERMINATION	74
8.1Termination	74
8.2Notice of Termination; Effect of Termination	75
8.3Expenses and Other Payments	76
Article IX GENERAL PROVISIONS	78
9.1Schedule Definitions	78
9.2Survival	78
9.3Notices	78
9.4Rules of Construction	79
9.5Counterparts	81
9.6Entire Agreement; Third Party Beneficiaries	81
9.7Governing Law; Venue; Waiver of Jury Trial	81
9.8Severability	82
9.9Assignment	82
9.10Affiliate Liability	82
9.11Remedies; Specific Performance	83
9.12Amendment	84
9.13Extension; Waiver	84

iii

Annex A	Certain Definitions
Annex B	Form of Organizational Documents of the Surviving Company
Annex C	Company Adjusted Book Value Per Share
Annex D	Parent Adjusted Book Value Per Share
Exhibit A	Termination Agreement
Exhibit B	New Management Agreement
Exhibit C	Form of Parent Certificate of Amendment
Exhibit D	Form of Parent and Merger Sub Reorganization Opinion
Exhibit E	Form of Company Reorganization Opinion
Exhibit F	Calculation Principles
Exhibit G	Voting Agreement
Exhibit H	Parent New Equity Incentive Plan

iv

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2023 (this “Agreement”), by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (“Parent”), Maverick Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Terra Property Trust, Inc., a Maryland corporation (the “Company”).

WHEREAS, each of the Company and Parent is a real estate investment trust within the meaning, and under the provisions, of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes (“REIT”);

WHEREAS, the Board of Directors of the Company (the “Company Board”) has (i) determined that this Agreement and the transactions contemplated hereby (collectively, the “Transactions”), including the merger of Merger Sub with and into the Company (the “Merger”), are in the best interests of the Company; (ii) approved this Agreement and declared that the Transactions, including the Merger, are advisable; (iii) directed that the Merger and the other Transactions be submitted to the holders of Company Class B Common Stock (the “Company Stockholders”) for consideration at the Company Stockholders Meeting; and (iv) resolved to recommend that the Company Stockholders approve the Merger and the other Transactions (such recommendation made in clause (iv), the “Company Board Recommendation”);

WHEREAS, the Board of Directors of Parent (the “Parent Board”) has unanimously (i) determined that this Agreement and the Transactions, including (A) the Merger, (B) the Parent Charter Amendment, (C) the issuance of shares of Parent Class B Common Stock as the Merger Consideration pursuant to this Agreement, and (D) the issuance of the shares of Parent Class A Common Stock upon conversion of shares of Parent Class B Common Stock (together with the issuance of shares of Parent Class B Common Stock described in clause (C), the “Parent Stock Issuance”), are in the best interests of Parent and its stockholders (the “Parent Stockholders”); (ii) approved this Agreement and the Transactions, including the Merger, the Parent Charter Amendment and the Parent Stock Issuance, and declared that the Transactions, including the Merger, the Parent Charter Amendment and the Parent Stock Issuance, are advisable; (iii) directed that the Parent Charter Amendment and the Parent Stock Issuance be submitted to the Parent Stockholders for consideration at the Parent Stockholders Meeting; and (iv) resolved to recommend that the Parent Stockholders approve the Parent Charter Amendment and the Parent Stock Issuance (such recommendation made in clause (iv), the “Parent Board Recommendation”);

WHEREAS, Parent, as the sole member of Merger Sub, has by written consent (i) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub, (ii) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (iii) approved this Agreement and the Transactions, including the Merger, and has taken all actions required to be taken for the adoption, approval and due execution of this Agreement by Merger Sub and the consummation by Merger Sub of the Transactions, including the Merger;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent and the Parent Manager have entered into an amendment to the Parent Management Agreement, in the form of Exhibit A hereto, terminating the Parent Management Agreement, which shall become effective at the Effective Time (such amendment, the “Termination Agreement”);

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WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent and the Company Manager have entered into a Management Agreement, in the form of Exhibit B hereto, which shall become effective at the Effective Time (the “New Management Agreement”);

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent and the Company Manager have entered into a letter agreement with respect to the Company Manager agreeing to acquire shares of Parent Class A Common Stock following the Effective Time;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Parent, Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company, have entered into a Voting Agreement, in the form of Exhibit G hereto (the “Voting Agreement”);

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the Parent Stock Issuance and also prescribe various terms of and conditions to the Merger and the Parent Stock Issuance; and

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained in this Agreement, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Merger Sub and the Company hereby agree as follows:

1.

CERTAIN DEFINITIONS

1.aCertain Definitions. As used in this Agreement, the capitalized terms have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this agreement.

1.bTerms Defined Elsewhere. As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table:

Affiliate    A-1

Agency RMBS    A-1

Agreement    Preamble

Articles of Merger    2.2(b)

B-1 Exchange Ratio    A-1

B-2 Exchange Ratio    A-1

B-3 Exchange Ratio    A-1

beneficial ownership    A-1

beneficially owning    A-1

Book-Entry Shares    3.2(b)(i)

Business Day    A-1

Calculating Party    A-1

Calculation Principles    A-1

Cancelled Shares    3.1(b)(iii)

Certificates    3.2(b)(i)

CHOSEN COURTS    9.7(b)

Closing    2.2(a)

Closing Date    2.2(a)

Code    Recitals

Company    Preamble

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Company Additional Dividend Amount    6.20(a)

Company Adjusted Book Value Per Share    A-1

Company Affiliate    9.10(a)

Company Board    Recitals

Company Board Recommendation    Recitals

Company Capital Stock    A-2

Company Change of Recommendation    6.3(a)

Company Class A Common Stock    A-2

Company Class B Common Stock    A-2

Company Competing Proposal    A-2

Company Contracts    4.15(b)

Company Director Designee    2.6

Company Disclosure Letter    IV

Company Intellectual Property    A-2

Company Manager    A-2

Company Material Adverse Effect    A-2

Company Permits    4.9

Company Plans    4.10(a)

Company SEC Documents    4.5(a)

Company Series A Preferred Stock    4.2(a)

Company Stockholder Approval    A-3

Company Stockholders    Recitals

Company Stockholders Meeting    4.4

Company Superior Proposal    A-3

Company Tax Representation Letter    6.19(a)

Company Termination Fee    A-3

Company Transaction Expenses    A-3

Confidentiality Agreement    6.7(b)

Consent    A-3

Continuing Director    2.6

control    A-3

COVID-19    A-3

Creditors’ Rights    4.3(a)

D&O Insurance    6.9(d)

Determination Date    A-3

DGCL    A-3

Dispute Notice    3.1(c)(ii)

Effective Time    2.2(b)

e-mail    9.3

Employee Benefit Plan    A-4

End Date    8.1(b)(ii)

ERISA    A-4

ERISA Affiliate    A-4

Exchange Act    A-4

Exchange Agent    3.2(a)

Exchange Fund    3.2(a)

Exchange Ratio    A-4

Exchange Ratio Announcement    3.1(c)(iv)

GAAP    4.5(b)

Governmental Entity    A-4

group    A-4

Indebtedness    A-4

Indemnified Liabilities    6.9(a)

Indemnified Persons    6.9(a)

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Independent Valuation Firm    3.1(c)(iii)

Intellectual Property    A-5

Investment Company Act    A-5

IRS    A-5

Joint Proxy Statement    4.4

knowledge    A-5

Law    A-5

Letter of Transmittal    3.2(b)(i)

Leverage Covenants    6.2(b)(xiv)

Leverage Ratio    A-5

Lien    A-5

Liquidity    A-5

Maryland Department    2.2(b)

Material Adverse Effect    A-5

Material Company Insurance Policies    4.16

Material Parent Insurance Policies    5.16

Maximum Leverage Ratio    A-6

MD LLC Act    2.1

Merger    Recitals

Merger Consideration    3.1(b)(i)

Merger Sub    Preamble

MGCL    2.1

Minimum Distribution Dividend    A-6

Minimum Liquidity    A-6

Name Change Amendment    6.27

New Management Agreement    Recitals

NYSE    A-7

Organizational Documents    A-7

other party    A-7

Parent    Preamble

Parent Additional Dividend Amount    6.20(b)

Parent Adjusted Book Value Per Share    A-7

Parent Affiliate    9.10(b)

Parent Board    Recitals

Parent Board Recommendation    Recitals

Parent Capital Stock    A-8

Parent Change of Recommendation    6.4(b)

Parent Charter Amendment    A-8

Parent Class A Common Stock    A-8

Parent Class B Common Stock    A-8

Parent Class B-1 Common Stock    A-8

Parent Class B-2 Common Stock    A-8

Parent Class B-3 Common Stock    A-8

Parent Common Stock    A-8

Parent Competing Proposal    A-8

Parent Contracts    5.15(b)

Parent Convertible Notes    A-9

Parent Convertible Notes Indenture    A-8

Parent Disclosure Letter    V

Parent Equity Awards    2.9

Parent Equity Plans    A-9

Parent Intellectual Property    A-9

Parent Management Agreement    A-9

Parent Manager    A-9

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Parent Material Adverse Effect    A-9

Parent New Equity Incentive Plan    6.26

Parent Plans    5.10(a)

Parent Portfolio Securities    6.2(b)(v)

Parent Severance Payments    6.25

Parent Stock Issuance    Recitals

Parent Stockholder Approval    A-9

Parent Stockholders    Recitals

Parent Superior Proposal    A-9

Parent Tax Representation Letter    6.19(b)

Parent Termination Fee    A-9

Parent Transaction Expenses    A-9

parties    A-10

party    A-10

pdf    9.5

Permitted Liens    A-10

Person    A-10

Prior Parent Bidders    6.4(a)

Proceeding    A-10

Proposed Book Value Schedule    A-10

Qualified REIT Subsidiary    4.1(b)

Receiving Party    A-11

Registration Statement    4.8

REIT    Recitals

Remedial Measures    6.2(b)(xiv)

Representatives    A-11

SEC    A-11

Securities Act    A-11

Specified Financing    6.28

Subsidiary    A-11

Surviving Company    2.1

Takeover Law    A-11

Tax    A-11

Tax Returns    A-12

Taxable REIT Subsidiary    4.1(b)

Taxes    A-11

Taxing Authority    A-12

Terminable Breach    8.1(b)(iii)

Termination Agreement    Recitals

Trading Day    A-12

Trading Hour    A-12

Transaction Agreements    A-12

Transaction Litigation    6.16

Transactions    Recitals

Transfer Taxes    A-12

Treasury Regulations    A-12

Voting Agreement    Recitals

Voting Debt    A-12

Willful and Material Breach    A-12

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2.

THE MERGER

1.aThe Merger. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into the Company in accordance with the provisions of the Maryland General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the “MD LLC Act”). As a result of the Merger, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger (in such capacity, the Company is sometimes referred to herein as the “Surviving Company”). As a result of the Merger, the Surviving Company shall be a wholly owned Subsidiary of Parent.

1.bClosing.

i.The closing of the Merger (the “Closing”), shall take place at 9:00 a.m., New York, New York time, on a date that is two (2) Business Days following the satisfaction or (to the extent permitted by applicable Law) waiver in accordance with this Agreement of all of the conditions set forth in Article VII (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which shall be required to be so satisfied or (to the extent permitted by applicable Law) waived in accordance with this Agreement on the Closing Date) by means of a virtual closing through the electronic exchange of signatures, or such other date and place as Parent and the Company may agree to in writing. For purposes of this Agreement “Closing Date” shall mean the date on which the Closing occurs.

ii.On the Closing Date, upon the terms and subject to the conditions of this Agreement, the parties shall cause the Merger to be consummated pursuant to the MGCL and the MD LLC Act by filing with the State Department of Assessments and Taxation of Maryland (the “Maryland Department”) articles of merger (the “Articles of Merger”), in such form as is required by, and executed in accordance with, the MGCL and the MD LLC Act, and the parties shall make all other filings or recordings required under the MGCL and the MD LLC Act in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are filed and accepted for record by the Maryland Department, or such later date and time as shall be agreed to in writing by the Company and Parent and specified in the Articles of Merger (such date and time the Merger becomes effective, the “Effective Time”).

1.cEffect of the Merger. At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MGCL and the MD LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub shall vest in the Surviving Company, and all restrictions, disabilities, duties, debts and liabilities of each of the Company and Merger Sub shall become the restrictions, disabilities, duties, debts and liabilities of the Surviving Company.

1.dOrganizational Documents. At the Effective Time, and as part of the Merger, the certificate of incorporation of the Surviving Company shall be substantially in the form attached hereto as Annex B-1, until thereafter amended, subject to Section 6.9(b), in accordance with its respective terms and applicable Law. In addition, at the Effective Time, the bylaws of the Surviving Company shall be substantially in the form attached hereto as Annex B-2, until thereafter amended, subject to Section 6.9(b), in accordance with their respective terms and applicable Law.

1.eDirectors and Officers of the Surviving Company. From and after the Effective Time, the directors and officers of the Surviving Company shall be as designated by the

49

Company prior to the Merger and the filing of the Articles of Merger, and such directors and officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the Organizational Documents of the Surviving Company.

1.fDirectors of Parent. Prior to the Effective Time, Parent shall take all necessary corporate action so that upon and immediately after the Effective Time, (i) the size of the Parent Board is increased by two (2) members, (ii) all of the current members of the Parent Board resign effective as of the Effective Time except for (A) M. Christian Mitchell and (B) Lisa G. Quateman, each of whom will remain on the Parent Board following the Effective Time (each, a “Continuing Director”) and (iii) up to six (6) persons designated by the Company no later than ten (10) days prior to the Effective Time are appointed to the Parent Board (each, a “Company Director Designee”). Each Continuing Director must (a) at the time of such designation be a director of Parent, (b) have provided a fully completed directors’ questionnaire to the Company prior to such appointment (the form of which was delivered by the Company to Parent prior to the date hereof) and (c) meet the qualifications of an “independent director” of Parent under the rules of the NYSE. In the event that any Continuing Director is unable or unwilling to serve on the Parent Board prior to the Effective Time, then a substitute shall be designated by Parent no later than the fifth (5th) day prior to the Closing Date, which substitute member, if such substitute member satisfies the foregoing requirements, shall be deemed to be a Continuing Director for purposes of this Agreement. Parent shall take all action necessary to nominate the Continuing Directors to the Parent Board at the Parent Board’s next annual meeting following the Effective Time, including, but not limited to, including the individuals as persons nominated as members of the Parent Board in the Parent Board’s proxy statement for such annual meeting, and recommending to its shareholders to elect the Continuing Directors to the Parent Board. The provisions of this Section 2.6 are intended to be for the benefit of, and shall be enforceable by, the Company Director Designees and the Continuing Directors, as applicable. The obligations of Parent under this Section 2.6 shall not be terminated or modified in such a manner as to adversely affect the rights of the Company Director Designees or the Continuing Directors unless (a) such termination or modification is required by applicable Law or (b) the Company Director Designees or the Continuing Directors, as applicable, have consented in writing to such termination or modification (it being expressly agreed that the Continuing Directors shall be third-party beneficiaries of this Section 2.6).

1.gTax Consequences. It is intended that, for U.S. federal income tax purposes, the Merger shall qualify as a reorganization within the meaning of Section 368(a) of the Code, and this Agreement be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Section 1.368-2(g). Unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar determination under applicable state or local law), the parties to this Agreement shall file all U.S. federal, state and local Tax Returns in a manner consistent with the intended tax treatment of the Merger described in this Section 2.7, and no party shall take a position inconsistent with such treatment.

1.hParent Charter Amendment. Subject to obtaining the Parent Stockholder Approval, on the Closing Date, prior to the Effective Time, Parent shall file, and cause to become effective, the Parent Charter Amendment with the Delaware Secretary of State, in such form as is required by, and executed in accordance with, the DGCL.

1.iTreatment of Parent Equity Awards. Except as set forth on Section 2.9 of the Parent Disclosure Letter, each share of restricted Parent Common Stock and each restricted stock unit relating to shares of Parent Common Stock, whether vested or unvested, that was granted pursuant to a Parent Equity Plan, and is outstanding immediately prior to the Effective Time (the “Parent Equity Awards”), shall vest (to the extent not yet vested) effective as of immediately

49

prior to the Effective Time. For purposes of the foregoing, the Parent Equity Awards may be net settled in respect of applicable withholding Taxes, if any. Notwithstanding anything herein to the contrary, with respect to any Parent Equity Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code, payment will be made at the earliest time permitted under the applicable Parent Equity Plan that will not trigger a Tax or penalty under Section 409A of the Code.

3.

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY
AND THE MEMBERSHIP INTERESTS OF MERGER SUB; EXCHANGE

1.aEffect of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or any holder of any securities of Parent, Merger Sub or the Company:

i.Membership Interests of Merger Sub. Each membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Company.

ii.Capital Stock of the Company.

1.Subject to the other provisions of this Article III, each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (x) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-1 Common Stock equal to the B-1 Exchange Ratio, (y) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-2 Common Stock equal to the B-2 Exchange Ratio, and (z) that number of validly issued, fully-paid and nonassessable shares of Parent Class B-3 Common Stock equal to the B-3 Exchange Ratio (the “Merger Consideration”).

2.All such shares of Company Class B Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be cancelled and cease to exist. Each holder of a share of Company Class B Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.2(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Class B Common Stock in accordance with Section 3.2(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.2.

3.All shares of Company Class B Common Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

iii.Determination of Exchange Ratio.

1.As promptly as practicable, and in any event within fifteen (15) Business Days after the Determination Date, each Calculating Party shall prepare and

49

deliver to the Receiving Party a Proposed Book Value Schedule, together with such supporting documentation that the Receiving Party may reasonably request.

2.Within five (5) Business Days of the delivery of each Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party whether it accepts or disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule. In the event that the Receiving Party disputes the accuracy of the Calculating Party’s Proposed Book Value Schedule, the Receiving Party shall notify the Calculating Party in reasonable detail of those items and amounts as to which the Receiving Party disagrees and shall set forth the Receiving Party’s calculation of such disputed amounts (a “Dispute Notice”), and the Receiving Party shall be deemed to have agreed with all other items and amounts contained in the Calculating Party’s Proposed Book Value Schedule. In the event that the Receiving Party notifies the Calculating Party that it accepts the Calculating Party’s Proposed Book Value Schedule, or does not deliver a Dispute Notice to the Calculating Party, during such five (5) Business Day period, the Receiving Party shall be considered to have accepted the accuracy of the Calculating Party’s Proposed Book Value Schedule, and the calculations of the Company Adjusted Book Value Per Share or Parent Adjusted Book Value Per Share set forth therein shall be final, conclusive and binding upon the parties.

3.If a Dispute Notice shall be timely delivered by the Receiving Party pursuant to Section 3.1(c)(ii) above, then the Calculating Party and the Receiving Party shall as promptly as practicable jointly engage a mutually agreed upon nationally recognized registered independent public accounting firm or nationally recognized independent valuation expert (the “Independent Valuation Firm”) to make a binding determination only as to the items set forth in the Dispute Notice based solely on presentations by each party in accordance with the terms of this Agreement. The Independent Valuation Firm will, under the terms of its engagement, be required to render its written decision with respect to such disputed items and amounts within five (5) Business Days from the date of referral. The Independent Valuation Firm shall consider only those items or amounts in the Proposed Book Value Schedule as to which the Receiving Party and the Calculating Party are in disagreement. The Independent Valuation Firm shall deliver to the Receiving Party and the Calculating Party a written report setting forth its adjustments, if any, to the Proposed Book Value Schedule based on the Independent Valuation Firm’s determination with respect to the disputed items and amounts solely in accordance with this Agreement and the Calculation Principles and such report shall include the calculations supporting such adjustments; provided, that for each item as to which the Calculating Party or the Receiving Party are in disagreement, the Independent Valuation Firm shall assign a value for each such item no greater than the higher amount, and no less than the lower amount, calculated or proposed by the Calculating Party or the Receiving Party with respect to such item, as the case may be. Such report shall be final, conclusive and binding on the parties, and neither any party nor any of its Affiliates or Representatives will seek recourse to any courts, other tribunals or otherwise, other than to enforce the determination of the Independent Valuation Firm. The fees and expenses of the Independent Valuation Firm shall be shared equally by the parties.

4.Subject to Section 6.13, as soon as practicable (but not more than two (2) Business Days) following the final determination of the Company Adjusted Book Value Per Share, the Parent Adjusted Book Value Per Share and the Exchange Ratio, the Company and Parent shall make a joint public statement to disclose the Exchange Ratio (the “Exchange Ratio Announcement”) and shall file Current Reports on Form 8-K reflecting such disclosures.

49

iv.Adjustment to Merger Consideration. The Merger Consideration shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Class B Common Stock or Parent Class B Common Stock, as applicable), subdivision, reorganization, reclassification, recapitalization, combination, exchange of shares or other like change with respect to the number of shares of Company Class B Common Stock or Parent Class B Common Stock outstanding after the date hereof and prior to the Effective Time. Nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

1.bPayment for Securities; Exchange.

i.Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent shall enter into an agreement with the Company’s transfer agent to act as agent for the holders of Company Class B Common Stock in connection with the Merger (the “Exchange Agent”) and to receive the Merger Consideration and cash sufficient to pay cash in lieu of fractional shares pursuant to Section 3.2(h) and any dividends or other distributions pursuant to Section 3.2(g), to which such holders shall become entitled pursuant to this Article III. On the Closing Date and prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Class B Common Stock, for issuance in accordance with this Article III through the Exchange Agent, the cash and number of shares of Parent Class B Common Stock issuable to the holders of Company Class B Common Stock outstanding immediately prior to the Effective Time pursuant to Section 3.1. Parent agrees to deposit with the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 3.2(g) and to make payments in lieu of fractional shares pursuant to Section 3.2(h). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued in exchange for shares of Company Class B Common Stock pursuant to this Agreement out of the Exchange Fund (as hereinafter defined). Except as contemplated by this Section 3.2(a) and Sections 3.2(g) and 3.2(h), the Exchange Fund shall not be used for any other purpose. Any shares of Parent Class B Common Stock deposited with the Exchange Agent (including any cash payment for fractional shares in accordance with Section 3.2(h) and any dividends or other distributions in accordance with Section 3.2(g)) shall hereinafter be referred to as the “Exchange Fund.” The Surviving Company shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Company Class B Common Stock for the Merger Consideration and cash in lieu of fractional shares. Any interest or other income resulting from investment of the cash portion of the Exchange Fund shall become part of the Exchange Fund.

ii.Exchange Procedures.

1.As soon as practicable after the Effective Time, but in no event more than two (2) Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represented shares of Company Class B Common Stock (the “Certificates”) or (B) shares of Company Class B Common Stock represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 into the right to receive the Merger Consideration at the Effective Time, (A) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-

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Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.1.

2.Upon surrender to the Exchange Agent of Certificates or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the Parent Class B Common Stock comprising the Merger Consideration pursuant to the provisions of this Article III (which shares of Parent Class B Common Stock shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash portion of the Merger Consideration and cash payable in lieu of any fractional shares of Parent Class B Common Stock pursuant to Section 3.2(h) and dividends and other distributions pursuant to Section 3.2(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Class B Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Class B Common Stock, cash in lieu of any fractional shares of Parent Class B Common Stock to which such holder is entitled pursuant to Section 3.2(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(g).

iii.Termination of Rights. All Merger Consideration, any cash in lieu of fractional shares of Parent Class B Common Stock pursuant to Section 3.2(h) and any dividends or other distributions with respect to Parent Class B Common Stock pursuant to Section 3.2(g), in each case paid upon the surrender of and in exchange for shares of Company Class B Common Stock in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Class B Common Stock. At the Effective Time, the stock transfer books of the Surviving Company shall be closed immediately, and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the shares of Company Class B Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Company for any reason, they shall be cancelled and exchanged for the Merger Consideration payable in respect of the shares of Company Class B Common Stock previously represented by such Certificates or Book-Entry Shares (other than Certificates or Book-Entry Shares evidencing Cancelled Shares), any cash in lieu of fractional shares of Parent Class B Common Stock to which the holders thereof are entitled pursuant to Section 3.2(h) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 3.2(g), without any interest thereon.

iv.Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the former Company Stockholders on the 365th day after the Closing Date shall be delivered to the Surviving Company, upon demand, and any former Company Stockholders who have not theretofore received the Merger Consideration to which they are entitled under this Article III, any cash in lieu of fractional shares of Parent Class B Common Stock to which they

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are entitled pursuant to Section 3.2(h) and any dividends or other distributions with respect to Parent Class B Common Stock to which they are entitled pursuant to Section 3.2(g), in each case without interest thereon, shall thereafter look only to the Surviving Company and Parent for payment of their claim for such amounts.

v.No Liability. None of the Surviving Company, Parent or the Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book-Entry Share has not been surrendered prior to the time that is immediately prior to the time at which the Merger Consideration in respect of such Certificate or Book-Entry Share would otherwise escheat to or become the property of any Governmental Entity, any such shares, cash, dividends or distributions in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.

vi.Lost, Stolen, or Destroyed Certificates. If any Certificate (other than a Certificate evidencing Cancelled Shares) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Company, the posting by such Person of a bond in such reasonable amount, pursuant to the policies and procedures of the transfer agent for Parent, as the Surviving Company may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect of the shares of Company Class B Common Stock formerly represented by such Certificate, any cash in lieu of fractional shares of Parent Class B Common Stock to which the holders thereof are entitled pursuant toSection 3.2(h)and any dividends or other distributions with respect to Parent Class B Common Stock to which the holders thereof are entitled pursuant toSection 3.2(g).

vii.Distributions with Respect to Parent Class B Common Stock. No dividends or other distributions declared or made with respect to shares of Parent Class B Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares with respect to the whole shares of Parent Class B Common Stock that such holder would be entitled to receive upon surrender of such Certificates or Book-Entry Shares and no cash payment in lieu of fractional shares of Parent Class B Common Stock shall be paid to any such holder, in each case until such holder shall surrender such Certificates or Book-Entry Shares in accordance with this Section 3.2. Following surrender of any such Certificates or Book-Entry Shares, there shall be paid to such holder of whole shares of Parent Class B Common Stock issuable in exchange therefor, without interest, (i) promptly after the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Class B Common Stock to which such holder is entitled pursuant to this Agreement, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Class B Common Stock. For purposes of dividends or other distributions in respect of shares of Parent Class B Common Stock, all whole shares of Parent Class B Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if such whole shares of Parent Class B Common Stock were issued and outstanding as of the Effective Time.

viii.No Fractional Shares of Parent Class B Common Stock. No certificates or scrip or shares representing fractional shares of Parent Class B Common Stock shall be issued upon the surrender for exchange of Certificates or Book-Entry Shares and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a

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holder of shares of Parent Class B Common Stock. Notwithstanding any other provision of this Agreement, each holder of shares of Company Class B Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class B Common Stock (after taking into account all Certificates and Book-Entry Shares delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the product of (i) such fractional part of a share of Parent Class B Common Stock multiplied by (ii) the average of the volume weighted average prices of one share of Parent Class B Common Stock for the five (5) consecutive Trading Days immediately prior to the Closing Date as reported by Bloomberg, L.P. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Class B Common Stock exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Class B Common Stock (after taking into account all Certificates and Book-Entry Shares delivered by such holder), the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange Agent to forward payments to such holders of fractional interests subject to and in accordance with the terms hereof.

ix.Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Company and the Exchange Agent shall be entitled to deduct and withhold from (A) the consideration to be paid by Parent or the Exchange Agent hereunder and (B) any other amounts otherwise payable pursuant to this Agreement, any amount required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of state, local or foreign Tax Law. Any such amounts so deducted or withheld shall be paid over to the relevant Taxing Authority in accordance with applicable Law by the Exchange Agent, the Surviving Company or Parent, as the case may be, and such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

x.Dissenters’ Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger or the other Transactions.

4.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter delivered by the Company to Parent and Merger Sub on or prior to the date of this Agreement (the “Company Disclosure Letter”) and except as disclosed in the Company SEC Documents filed as of the date of this Agreement (including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward looking in nature), the Company represents and warrants to Parent and Merger Sub, as of the date hereof and as of the Closing Date, as follows:

1.aOrganization, Standing and Power.

i.Each of the Company and its Subsidiaries is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and, where relevant, in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and, to the extent applicable, operate its properties and to carry on its business as now being conducted, other than, in each case, where the failure to be so organized, validly existing, in good standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries is duly qualified or licensed

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to do business and, where relevant, is in good standing in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification, licensing or good standing necessary, other than where the failure to so qualify, be licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its Organizational Documents.

ii.Schedule 4.1(b) of the Company Disclosure Letter sets forth an accurate and complete list of each Subsidiary of the Company, including a list of each Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code (“Qualified REIT Subsidiary”), a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code (“Taxable REIT Subsidiary”), or a subsidiary REIT, together with (i) the jurisdiction of incorporation or organization, as the case may be, of such Subsidiary and (ii) the type and percentage of interest held, directly or indirectly, by the Company in such Subsidiary.

1.bCapital Structure.

i.As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 450,000,000 shares of Company Class A Common Stock, (ii) 450,000,000 shares of Company Class B Common Stock, and (iii) 50,000,000 shares of Company Preferred Stock, of which 125 shares have been designated as 12.5% Series A Cumulative Non-Voting Preferred Stock (“Company Series A Preferred Stock”). At the close of business on June 26, 2023: (A) no shares of Company Class A Common Stock were issued and outstanding; (B) 24,335,455.11 shares of Company Class B Common Stock were issued and outstanding; and (C) no shares of Company Series A Preferred Stock were issued and outstanding. Except as set forth in this Section 4.2, at the close of business on June 26, 2023, there are no other shares of outstanding Company Capital Stock issued, reserved for issuance or outstanding.

ii.All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights. All outstanding shares of Company Capital Stock have been issued and granted in compliance in all material respects with applicable state and federal securities Laws, the MGCL and the Organizational Documents of the Company. The Company owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock, or issued and outstanding membership interests, as applicable, of the Subsidiaries of the Company, free and clear of all Liens, other than Permitted Liens. As of the close of business on June 26, 2023, except as set forth in this Section 4.2, and the Organizational Documents of the Company, there are no outstanding: (i) shares of Company Capital Stock, (ii) Voting Debt, (iii) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of Company Capital Stock or Voting Debt, (iv) contractual obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of Company Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of the Company, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which the Company or any Subsidiary of the Company is a party or by which it is bound, in any case, obligating the Company or any Subsidiary of the Company to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Company Capital Stock, any Voting Debt or other voting securities of the Company or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. Except as set forth in the Organizational Documents of the Company, there are no stockholder agreements, voting trusts or other agreements to which the Company is a party or by which it is bound relating to the voting of any shares of Company Capital Stock.

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iii.All dividends or other distributions on the shares of Company Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of the Company which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

1.cAuthority; No Violations; Approvals.

i.The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate action on the part of the Company, subject, with respect to consummation of the Merger, to (i) the Company Stockholder Approval and (ii) the filing of the Articles of Merger with the Maryland Department. This Agreement has been duly executed and delivered by the Company and, assuming the due and valid execution of this Agreement by Parent and Merger Sub, constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity regardless of whether such enforceability is considered in a Proceeding in equity or at law (collectively, “Creditors’ Rights”). The Company Board, at a meeting duly called and held unanimously, (i) determined that this Agreement, the Voting Agreement, and the Transactions, including the Merger, are in the best interests of the Company, (ii) approved this Agreement and the Voting Agreement and declared that the Transactions, including the Merger, are advisable, (iii) directed that the Merger and the other Transactions be submitted to the holders of Company Class B Common Stock for consideration at the Company Stockholders Meeting, and (iv) resolved to make the Company Board Recommendation. As of the date hereof, none of the foregoing actions by the Company Board have been rescinded or withdrawn or modified in any way. The Company Stockholder Approval is the only vote of the holders of any class or series of the Company Capital Stock that is necessary to approve the Merger and the other Transactions.

ii.The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Company Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of the Company, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Liens upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of any Company Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, or (iii) assuming the Consents referred to in Section 4.4 are duly and timely obtained or made and the Company Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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1.dConsents. No Consent from any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Transactions, except for: (a) the filing with the SEC of (i) a joint proxy statement/prospectus in preliminary and definitive form (including any amendments or supplements, the “Joint Proxy Statement”) relating to the meeting of the Company Stockholders to consider the approval of the Merger and the other Transactions (including any postponement, adjournment or recess thereof, the “Company Stockholders Meeting”) and the Parent Stockholders Meeting, and (ii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the MD LLC Act; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” laws; and (e) any such Consent that the failure to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

1.eSEC Documents; Financial Statements; Internal Controls and Procedures.

i.Since December 31, 2021, the Company has filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, schedules and statements, as amended, collectively, the “Company SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment made prior to the date hereof, each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ii.The consolidated audited and unaudited interim financial statements of the Company included or incorporated by reference in the Company SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial position, results of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, to absence of notes and normal year-end adjustments). To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is the subject of ongoing SEC review and the Company does not have outstanding and unresolved comments from the SEC with respect to any of the Company SEC Documents.

iii.Other than any off-balance sheet arrangements disclosed in the Company SEC Documents filed or furnished prior to the date hereof, neither the Company nor any Subsidiary of the Company is a party to, or has any contract to become a party to, any joint venture, off-

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balance sheet partnership or any similar contractual arrangement, including any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company’s published financial statements or any Company SEC Documents.

iv.The Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From April 1, 2023 to the date of this Agreement, the Company’s auditors and the Company Board have not been advised of (i) any material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting, and, in each case, neither the Company nor any of its Representatives has failed to disclose such information to the Company’s auditors or the Company Board.

1.fAbsence of Certain Changes or Events.

i.From April 1, 2023 through the date of this Agreement, there has not been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect.

ii.From April 1, 2023 through the date of this Agreement, except as for events giving rise to and the actions taken in connection with this Agreement, the Company and each of its Subsidiaries have conducted their business in the ordinary course of business in all material respects.

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1.gNo Undisclosed Material Liabilities. There are no liabilities of the Company or any of its Subsidiaries of a type required by GAAP to be recorded as a liability on a consolidated balance sheet of the Company or in the notes thereto, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of the Company dated as of December 31, 2022 (including the notes thereto) contained in the Company SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 2022; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; and (d) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

1.hInformation Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Class B Common Stock issuable in the Merger and the shares of Parent Class A Common Stock issuable upon conversion of Parent Class B Common Stock will be registered with the SEC (including any amendments or supplements, the “Registration Statement”) shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and to the Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information (i) supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of the Company and not obtained from or incorporated by reference to the Company’s filings with the SEC.

1.iCompany Permits; Compliance with Applicable Laws. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Company Permits”), except where the failure to so hold would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Subsidiary of the Company is in violation or breach of, or default under, any Company Permit, nor has the Company or any Subsidiary of the Company received any claim or notice indicating that the Company or any Subsidiary of the Company is currently not in compliance with the terms of any Company Permits, except where the failure to be in compliance with the terms of any Company Permits would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The businesses of the Company and its Subsidiaries are not currently being conducted, and at no time since December 31, 2022 have been conducted, in violation of any applicable Law, except for violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date of this Agreement, to the knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, other than those the outcome of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything to the contrary in thisSection 4.9, the provisions of thisSection 4.9shall not apply to matters addressed inSection 4.10andSection 4.11.

1.jCompensation; Benefits.

i.Schedule 4.10 of the Company Disclosure Letter sets forth a list of each material Employee Benefit Plan sponsored, maintained, or contributed to by the Company or any of its

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Subsidiaries or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability (the “Company Plans”). True, correct and complete copies of each of the material Company Plans have been furnished or made available to Parent or its Representatives, including (i) all governing plan documents (including amendments), (ii) all trust agreement or other funding arrangements (including insurance contracts), (iii) the most recent IRS determination or opinion letter, (iv) the most recent summary plan descriptions, (v) annual reports or returns, audited or unaudited financial statements, and actuarial valuations for the most recent three (3) plan years, and (vi) non-discrimination testing data and reports for the two most recently completed plan years.

ii.Each Company Plan has been established, funded, and administered in compliance in all material respects with its terms and all applicable Laws. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Company Plans. All Company Plans that are intended to be subject to the tax qualification requirements of Code Section 401(a) are so qualified and have received a favorable determination letter from the IRS or is maintained pursuant to a pre-approved plan where the Company is entitled to rely on a favorable opinion letter from the IRS. All contributions to, and payments from, each Company Plan have been timely made.

iii.Neither the Company nor its ERISA Affiliates have at any time sponsored, contributed to, or been obligated under Title I or Title IV of ERISA to contribute to a "defined benefit plan" (as defined in ERISA Section 3(35)). Neither the Company nor its ERISA Affiliates have ever had an "obligation to contribute" (as defined in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA Section 4001(a)(3) and 3(37)(A)). No Company Plan is a "multiple employer plan" (meaning a plan sponsored by two or more unrelated employers) or a "multiple employer welfare arrangement" (as defined in ERISA Section 3(40). The Company has no liability under Title IV of ERISA or Code Section 412 either directly or through its ERISA Affiliates. Neither the Company nor its ERISA Affiliates have maintained in the past nor currently maintain an Employee Benefit Plan providing welfare benefits (as defined in ERISA Section 3(1)) to employees after retirement or other separation of service except to the extent required under Part 6 of Title I of ERISA or Code Section 4980B or their successors or other applicable Law. The Company has complied in all material respects with the continuation coverage requirements of Section 1001 of COBRA, and ERISA Sections 601 through 608.

iv.Except as otherwise provided for in this Agreement or as set forth in Schedule 4.10(d) of the Company Disclosure Letter, neither the execution of this Agreement, shareholder approval of this Agreement, or consummation of the transactions contemplated by this Agreement (individually or in conjunction with any other event) will (i) entitle any current or former service provider to the Company or any of its Subsidiaries to retention or other bonuses, parachute payments, non-competition payments, or any other payment, (ii) entitle any current or former service provider to the Company or any of its Subsidiaries to unemployment compensation, severance pay, or any increase in severance pay upon any termination of employment, (iii) result in any breach or violation of, or a default under, any of the Company Plans, (iv) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation of benefits under or increase the amount of compensation due to any individual service provider to the Company or any of its Subsidiaries, (v) give rise to any payment or benefit that would not be deductible in whole or in part by reason of Section 280G of the Code, or (vi) limit or restrict the right of the Company or any of its Subsidiaries or, after the consummation of the transactions contemplated hereby, the Company, to merge, amend, or terminate any of the Company Plans.

v.Each Company Plan that is a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code, and any underlying award, is in

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compliance in all material respects with Section 409A of the Code, and no payment or award that has been made to any participant under a Company Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of the Code. Neither the Company nor any of its Subsidiaries (x) has an obligation to reimburse or indemnify any participant in a Company Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code that may be currently due or triggered in the future, and (y) has been required to report to any Governmental Entity any correction or taxes due as a result of a failure to comply with Section 409A of the Code.

vi.No Company Plan provides for the gross-up or reimbursement of any Taxes imposed by Section 4999 of the Code or otherwise, and neither the Company, nor any of its Subsidiaries has any obligation to reimburse or indemnify any party for such Taxes.

1.kTaxes.

i.The Company and each of its Subsidiaries has (i) duly and timely filed (or there have been filed on their behalf) with the appropriate Taxing Authority all U.S. federal and all other material Tax Returns required to be filed by them, taking into account any extensions of time properly obtained within which to file such Tax Returns, and all such Tax Returns were and are correct and complete in all material respects, and (ii) duly and timely paid in full (or there has been duly and timely paid in full on their behalf), or made adequate provisions for, all material amounts of Taxes required to be paid by them, other than Taxes that are not yet due and payable or that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP.

ii.The Company (i) for its taxable years commencing with its taxable year ended December 31, 2016 and through and including its taxable year ended December 31, 2022 has been subject to taxation as a REIT and has to its knowledge satisfied all requirements to qualify as a REIT in such years; (ii) has operated since January 1, 2023 until the date hereof in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as a REIT for its taxable year that will end with the Effective Time; and (iv) to its knowledge, is not subject to any pending challenges by, and has not received any written threats from, the IRS or any other Governmental Entity with respect to its qualification as a REIT.

iii.Each of the Company’s Subsidiaries has been since the later of its acquisition or formation and continues to be treated for U.S. federal and state income Tax purposes as (i) a partnership or a disregarded entity (and not as a corporation or an association or publicly traded partnership taxable as a corporation), (ii) a Qualified REIT Subsidiary, or (iii) a Taxable REIT Subsidiary.

iv.The Company has made available to Parent complete and accurate copies of all U.S. federal and all other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2018.

v.Neither the Company nor any of its Subsidiaries holds any asset the disposition of which would be subject to (or to rules similar to) Section 337(d) or Section 1374 of the Code or the Treasury Regulations, nor has it disposed of any such asset during its current taxable year.

vi.(i) There are no audits, investigations by any Governmental Entity or other Proceedings pending or, to the knowledge of the Company, threatened with regard to any material Taxes or Tax Returns of the Company or any of its Subsidiaries; (ii) no material deficiency for Taxes of the Company or any of its Subsidiaries has been claimed, proposed or assessed in writing or, to the knowledge of the Company, threatened, by any Governmental Entity, which deficiency has not yet been settled except for such deficiencies which are being

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contested in good faith; (iii) neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to the assessment of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course); (iv) neither the Company nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any material Tax Return that remains unfiled; and (v) neither the Company nor any of its Subsidiaries has entered into any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).

vii.Since the Company’s formation, neither the Company nor any of its Subsidiaries has incurred any material liability for Taxes under Sections 857(b), 857(f), 860(c) or 4981 of the Code. No event has occurred, and, to the knowledge of the Company, no condition or circumstance exists, which presents a material risk that any material amount of Tax described in the previous sentence will be imposed upon the Company or any its Subsidiaries.

viii.The Company and its Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 3102 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate Taxing Authority all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

ix.There are no material Tax Liens upon any property or assets of the Company or any of its Subsidiaries except for Permitted Liens.

x.No request for a ruling, relief or advice in respect of material Taxes or material Tax Returns of the Company or any of its Subsidiaries is currently pending with any Governmental Authority and neither the Company nor any of its Subsidiaries has entered into any written agreement with a Taxing Authority with respect to any Taxes that is still in effect.

xi.There are no Tax allocation, protection or sharing agreements or similar arrangements with respect to or involving the Company or any of its Subsidiaries, and after the Closing Date neither the Company nor any of its Subsidiaries shall be bound by any such Tax allocation or protection agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date, in each case, other than customary provisions of commercial or credit agreements.

xii.Neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has any material liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, or otherwise.

xiii.Neither the Company nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

xiv.Neither the Company nor any of its Subsidiaries (other than Taxable REIT Subsidiaries) has or has had any earnings and profits attributable to such entity or any other corporation in any non-REIT year within the meaning of Section 857 of the Code.

xv.Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section

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355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement.

xvi.This Section 4.11 constitutes the exclusive representations and warranties of the Company with respect to Tax matters.

1.lLitigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (a) Proceeding pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties, rights or assets or (b) any material judgment, decree or injunction, ruling or order, in each case, of any Governmental Entity or arbitrator outstanding against the Company or any of its Subsidiaries.

1.mIntellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (a) the Company or the Subsidiaries of the Company own or are licensed or otherwise possess valid rights to use all Company Intellectual Property used in the conduct the business of the Company and its Subsidiaries as it is currently conducted, (b) to the knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as it is currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any Person, (c) there are no pending or, to the knowledge of the Company, threatened claims with respect to any of the Company Intellectual Property rights owned by the Company or any Subsidiary of the Company and (d) to the knowledge of the Company, no Person is currently infringing or misappropriating Company Intellectual Property. The Company and its Subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets used in the businesses of each of the Company and its Subsidiaries as presently conducted, except where failure to do so would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

1.nReal Property. Neither the Company nor any Subsidiary of the Company owns any real property. Neither the Company nor any Subsidiary of the Company has leased or subleased any real property and does not have any obligation to pay any rent or other fees for any real property other than as and to the extent disclosed in Schedule 4.14 of the Company Disclosure Letter or the Company SEC Documents filed with the SEC prior to the date hereof.

1.oMaterial Contracts.

i.Schedule 4.15 of the Company Disclosure Letter sets forth a true and complete list (other than any Company Plan), as of the date of this Agreement, of:

1.other than contracts providing for the acquisition, purchase, sale or divestiture of residential or commercial mortgages and commercial mortgage backed securities, corporate term loans, marketable securities, debt securities and other financial instruments owned or entered into by the Company or any Subsidiary of the Company in the ordinary course of business, each contract that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires the Company or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $3,000,000;

2.each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto);

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3.each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $3,000,000, other than agreements solely among the Company and its wholly owned Subsidiaries;

4.other than contracts providing for repurchase transactions or reverse repurchase transactions in the ordinary course of business, each contract under which the Company or a Subsidiary of the Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or a Subsidiary of the Company);

5.each contract that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, whether or not entered into for bona fide hedging purposes;

6.each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company;

7.each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete in any line of business or with any Person or geographic area;

8.each material partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries);

9.each contract between or among the Company or any Subsidiary of the Company, on the one hand, and the Company Manager, or any officer, director or affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), or of the Company Manager, on the other hand;

10.each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries is the indemnitor;

11.each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.15(a) that (A) cannot be voluntarily terminated pursuant to its terms within sixty (60) days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $3,000,000 following the Effective Time; and

12.each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.15(a) with respect to the Company or any Subsidiary of the Company.

ii.Collectively, the contracts set forth in Section 4.15(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in

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the aggregate, a Company Material Adverse Effect, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent.

1.pInsurance. To the knowledge of the Company, all current, material insurance policies of the Company and its Subsidiaries (collectively, the “Material Company Insurance Policies”) are in full force and effect. All premiums payable under the Material Company Insurance Policies prior to the date of this Agreement have been duly paid. To the knowledge of the Company, no written notice of cancellation or termination has been received with respect to any Material Company Insurance Policy.

1.qOpinion of Financial Advisor. The Company Board has received an opinion from Raymond James & Associates, Inc. addressed to the Company Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio is fair, from a financial point of view, to the holders of Company Class B Common Stock (other than the holders of Cancelled Shares), a copy of which opinion has been (or within two (2) Business Days after the date hereof will be) delivered to Parent for information purposes only.

1.rBrokers. Except for the fees and expenses payable to Raymond James & Associates, Inc., which shall be paid by the Company, no broker, investment banker, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

1.sState Takeover Statute. The Company Board has taken all action necessary to render inapplicable to the Merger, the Voting Agreement and the other Transactions: (a) the provisions of Subtitle 6 of Title 3 of the MGCL, (b) the provisions of Subtitle 7 of Title 3 of the MGCL and (c) to the extent applicable to the Company, any other Takeover Law. Neither the Company nor any of its affiliates or associates (each as defined in the Maryland Business Combination Act) is the beneficial owner (as defined in the Maryland Business Combination Act), directly or indirectly, of, nor at any time during the last two (2) years has been the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock of Parent. No other Takeover Laws are applicable to this Agreement,

the Merger or the other Transactions.

1.tInvestment Company Act. Neither the Company nor any of its Subsidiaries is, or as of immediately prior to the Effective Time will be, required to be registered as an investment company under the Investment Company Act.

1.uNo Additional Representations.

i.Except for the representations and warranties made in this Article IV, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and the Company hereby disclaims any such other representations or warranties. In

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particular, without limiting the foregoing disclaimer, neither the Company nor any other Person makes or has made any representation or warranty to Parent, Merger Sub, or any of their respective Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to the Company or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent or Merger Sub or any of their respective Affiliates or Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or in the course of the Transactions.

ii.Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of Parent, Merger Sub or any other Person has made or is making, and the Company expressly disclaims reliance upon, any representations, warranties or statements relating to Parent or its Subsidiaries (including Merger Sub) whatsoever, express or implied, beyond those expressly given by Parent and Merger Sub in Article V, the Parent Disclosure Letter or in any other document or certificate delivered by Parent or Merger Sub or their respective Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding Parent furnished or made available to the Company, or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, the Company acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to the Company or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

5.

REPRESENTATION AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in the disclosure letter delivered by Parent and Merger Sub to the Company on or prior to the date of this Agreement (the “Parent Disclosure Letter”) and except as disclosed in the Parent SEC Documents (including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any forward looking disclosures set forth in any “risk factors” section, any disclosures in any “forward looking statements” section and any other disclosures included therein to the extent they are predictive or forward looking in nature), Parent and Merger Sub jointly and severally represent and warrant to the Company, as of the date hereof and as of the Closing Date, as follows:

1.aOrganization, Standing and Power.

i.Each of Parent and its Subsidiaries (including Merger Sub) is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and, where relevant, in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized, validly existing, in good standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on Parent. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification, licensing or good standing necessary, other than where the failure to so qualify, be licensed or in good standing would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

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Effect. Parent and Merger Sub each has heretofore made available to the Company complete and correct copies of its Organizational Documents.

ii.Schedule 5.1(b) of the Parent Disclosure Letter sets forth an accurate and complete list of each Subsidiary of Parent, including a list of each Subsidiary that is a Qualified REIT Subsidiary, a Taxable REIT Subsidiary, or a subsidiary REIT, together with (i) the jurisdiction of incorporation or organization, as the case may be, of such Subsidiary and (ii) the type and percentage of interest held, directly or indirectly, by Parent in such Subsidiary.

1.bCapital Structure.

i.As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 50,000,000 shares of Parent Common Stock and (ii) 10,000,000 shares of Parent Preferred Stock. At the close of business on June 26, 2023: (A) 6,038,012 shares of Parent Common Stock were issued and outstanding, including 475 shares of restricted Parent Common Stock granted under the Parent Equity Plans; (B) no shares of Parent Preferred Stock were issued and outstanding; (C) 3,206,319 shares of the Parent Common Stock were reserved for issuance pursuant to the conversion rights under the Parent Convertible Notes; and (D) 116,045 shares of Parent Common Stock were subject to outstanding restricted stock units granted under the Parent Equity Plans. Except as set forth in this Section 5.2, at the close of business on June 26, 2023, there are no other shares of outstanding Parent Capital Stock issued, reserved for issuance or outstanding.

ii.All outstanding shares of Parent Capital Stock have been, and all shares of Parent Class B Common Stock to be issued in connection with the Merger, and all shares of Parent Class A Common Stock to be issued upon conversion of Parent Class B Common Stock, when so issued in accordance with the terms of this Agreement or the terms of the Parent Charter Amendment (assuming that the Parent Stockholder Approval is obtained), are or will be, as applicable, (i) duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights and (ii) issued and granted in compliance in all material respects with applicable state and federal securities Laws, the DGCL and the Organizational Documents of Parent. The Parent Class B Common Stock to be issued pursuant to this Agreement, and all shares of Parent Class A Common Stock to be issued upon conversion of Parent Class B Common Stock, when issued, will be (assuming that the Parent Stockholder Approval is obtained) (A) validly issued, fully paid and nonassessable and not subject to preemptive rights, (B) free and clear of any Liens and (C) issued in compliance in all material respects with (i) applicable securities Laws and other applicable Law and (ii) all requirements set forth in any applicable contracts. Parent owns, of record and beneficially, directly or indirectly, all of the issued and outstanding shares of capital stock or issued and outstanding membership interests, as applicable, of the Subsidiaries of Parent, including Merger Sub, free and clear of all Liens, other than Permitted Liens.

iii.As of the close of business on June 26, 2023, except as set forth in this Section 5.2, the Parent Convertible Notes and the Organizational Documents of Parent, and except for stock grants or other awards granted in accordance with Section 6.2(b)(ii), there are no outstanding: (i) shares of Parent Capital Stock, (ii) Voting Debt, (iii) securities of Parent or any Subsidiary of Parent convertible into or exchangeable or exercisable for shares of Parent Capital Stock or Voting Debt, (iv) contractual obligations of Parent or any Subsidiary of Parent to repurchase, redeem or otherwise acquire any shares of Parent Capital Stock or capital stock, membership interests, partnership interests, joint venture interests or other equity interests of any Subsidiary of Parent, or (v) subscriptions, options, warrants, calls, puts, rights of first refusal or other rights (including preemptive rights), commitments or agreements to which Parent or any Subsidiary of Parent is a party or by which it is bound, in any case, obligating Parent or any Subsidiary of Parent to (A) issue, deliver, transfer, sell, purchase, redeem or acquire, or cause to

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be issued, delivered, transferred, sold, purchased, redeemed or acquired, additional shares of Parent Capital Stock, any Voting Debt or other voting securities of Parent or (B) grant, extend or enter into any such subscription, option, warrant, call, put, right of first refusal or other similar right, commitment or agreement. Except as set forth in the Organizational Documents of Parent, there are no stockholder agreements, voting trusts or other agreements to which Parent is a party or by which it is bound relating to the voting of any shares of Parent Capital Stock.

iv.As of the date of this Agreement, all of the outstanding membership interests in Merger Sub are validly issued, fully paid and nonassessable and are wholly owned by Parent.

v.All dividends or other distributions on the shares of Parent Capital Stock and any material dividends or other distributions on any securities of any Subsidiary of Parent which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been declared and are not yet due and payable).

1.cAuthority; No Violations; Approvals.

i.Each of Parent and Merger Sub has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions, including the consummation of the Merger, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Parent and Merger Sub, subject, with respect to consummation of the Merger, to (i) the Parent Stockholder Approval and (ii) the filing of the Articles of Merger with the Maryland Department. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due and valid execution of this Agreement by the Company, constitutes a valid and binding obligation of each of Parent and Merger Sub enforceable against Parent and Merger Sub in accordance with its terms, subject, as to enforceability, to Creditors’ Rights. The Parent Board, at a meeting duly called and held unanimously, (i) determined that this Agreement and the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are in the best interests of Parent and its stockholders, (ii) approved this Agreement and declared that the Transactions, including the Parent Stock Issuance and the Parent Charter Amendment, are advisable, (iii) directed that the Parent Stock Issuance and the Parent Charter Amendment be submitted to the holders of Parent Common Stock for consideration at the Parent Stockholders Meeting, and (iv) resolved to make the Parent Board Recommendation. Parent, as the sole member of Merger Sub, has (i)(A) determined that this Agreement and the Transactions, including the Merger, are in the best interests of Merger Sub and (B) approved this Agreement and declared that the Transactions, including the Merger, are advisable, and (ii) executed a written consent pursuant to which it has authorized, adopted and approved this Agreement and the Transactions, including the Merger. As of the date hereof, none of the foregoing actions by the Parent Board or the sole member of Merger Sub have been rescinded or withdrawn or modified in any way. The Parent Stockholder Approval is the only vote of the holders of any class or series of Parent Capital Stock necessary to approve the Parent Stock Issuance and the Parent Charter Amendment.

ii.The execution and delivery of this Agreement does not, and the consummation of the Transactions will not (with or without notice or lapse of time, or both) (i) assuming that the Parent Stockholder Approval is obtained, contravene, conflict with or result in a violation of any provision of the Organizational Documents of either Parent or Merger Sub, (ii) result in a violation of, or default under, or acceleration of any material obligation or the loss of a material benefit under, or result in the creation of any Liens upon any of the properties or assets of Parent or any of its Subsidiaries under, any provision of any Parent Contract (except for the Parent Convertible Notes Indenture) to which Parent or any of its Subsidiaries is a party or by which Parent or Merger Sub or any of their respective Subsidiaries or their respective properties or

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assets are bound, or (iii) assuming the Consents referred to in Section 5.4 are duly and timely obtained or made and the Parent Stockholder Approval has been obtained, contravene, conflict with or result in a violation of any Law applicable to Parent or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses  (ii) and (iii), any such contraventions, conflicts, violations, defaults, acceleration, losses, or Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

1.dConsents. No Consent from any Governmental Entity, is required to be obtained or made by Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Merger Sub or the consummation by Parent and Merger Sub of the Transactions, except for: (a) the filing with the SEC of (i) the Joint Proxy Statement and the Registration Statement related to the meeting of Parent Stockholders to consider the approval of the Parent Stock Issuance and the Parent Charter Amendment (including any postponement, adjournment or recess thereof, the “Parent Stockholders Meeting”) and the Company Stockholders Meeting and (ii) such reports under the Exchange Act and the Securities Act, and such other compliance with the Exchange Act and the Securities Act and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (b) the filing of the Articles of Merger with the Maryland Department pursuant to the MGCL and the MD LLC Act; (c) filings as may be required under the rules and regulations of the NYSE; (d) such filings and approvals as may be required by any applicable state securities or “blue sky” laws; and (e) any such Consent that the failure to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

1.eSEC Documents; Financial Statements; Internal Controls and Procedures.

i.Since December 31, 2021, Parent has filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, schedules and statements, as amended, collectively, the “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the date hereof, as of the date of (and giving effect to) the last such amendment made prior to the date hereof, each of the Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ii.The consolidated audited and unaudited interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP, applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial position, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries, as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, to absence of notes and normal year-end adjustments). To the knowledge of Parent, as of the date hereof, none

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of the Parent SEC Documents is the subject of ongoing SEC review and Parent does not have outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents.

iii.Other than any off-balance sheet arrangements disclosed in the Parent SEC Documents filed or furnished prior to the date hereof, neither Parent nor any Subsidiary of Parent is a party to, or has any contract to become a party to, any joint venture, off-balance sheet partnership or any similar contractual arrangement, including any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents.

iv.Parent has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From April 1, 2023 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting, and, in each case, neither Parent nor any of its Affiliates or Representatives has failed to disclose such information to Parent’s auditors or the Parent Board.

1.fAbsence of Certain Changes or Events.

i.From April 1, 2023 through the date of this Agreement, there has not been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect.

ii.From April 1, 2023 through the date of this Agreement, except as for events giving rise to and the actions taken in connection with this Agreement, Parent and each of its Subsidiaries have conducted their business in the ordinary course of business in all material respects.

1.gNo Undisclosed Material Liabilities. There are no liabilities of Parent or any of its Subsidiaries of a type required by GAAP to be recorded as a liability on a consolidated balance sheet of the Company or in the notes thereto, other than: (a) liabilities reflected or reserved against on the consolidated balance sheet of Parent dated as of December 31, 2022 (including the notes thereto) contained in the Parent SEC Documents filed or furnished prior to the date hereof; (b) liabilities incurred in the ordinary course of business subsequent to December 31, 2022; (c) liabilities incurred in connection with the preparation, negotiation and consummation of the Transactions; (d) liabilities incurred as permitted under Section 6.2(b)(x); and (e) liabilities that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

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1.hInformation Supplied. None of the information supplied or to be supplied by Parent for inclusion or incorporation by reference in (a) the Registration Statement shall, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the Joint Proxy Statement shall, at the date it is first mailed to the Company Stockholders and Parent Stockholders and at the time of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that no representation is made by Parent with respect to statements made therein based on information (i) supplied by the Company specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of Parent and not obtained from or incorporated by reference to the Parent’s filings with the SEC.

1.iParent Permits; Compliance with Applicable Laws. Parent and its Subsidiaries hold all permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Entities necessary for the lawful conduct of their respective businesses (the “Parent Permits”), except where the failure to so hold would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in compliance with the terms of the Parent Permits, except where the failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any Subsidiary of Parent is in violation or breach of, or default under, any Parent Permit, nor has Parent or any Subsidiary of Parent received any claim or notice indicating that Parent or any Subsidiary of Parent is currently not in compliance with the terms of any Parent Permits, except where the failure to be in compliance with the terms of any Parent Permits would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The businesses of Parent and its Subsidiaries are not currently being conducted, and at no time since December 31, 2021 have been conducted, in violation of any applicable Law, except for violations that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, no investigation or review by any Governmental Entity with respect to Parent or any of its Subsidiaries is pending or threatened, other than those the outcome of which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Notwithstanding anything to the contrary in thisSection 5.9, the provisions of thisSection 5.9shall not apply to matters addressed inSection 5.10andSection 5.11.

1.jCompensation; Benefits.

i. Schedule 5.10 of the Parent Disclosure Letter sets forth a list of each material Employee Benefit Plan sponsored, maintained, or contributed to by Parent or any of its Subsidiaries or with respect to which Parent or any of its Subsidiaries could reasonably be expected to have any liability (the “Parent Plans”). True, correct and complete copies of each of the material Parent Plans have been furnished or made available to the Company or its Representatives, including (i) all governing plan documents (including amendments), (ii) all trust agreement or other funding arrangements (including insurance contracts), (iii) the most recent IRS determination or opinion letter, (iv) the most recent summary plan descriptions, (v) annual reports or returns, audited or unaudited financial statements, and actuarial valuations for the most recent three (3) plan years, and (vi) non-discrimination testing data and reports for the two most recently completed plan years.

ii.Each Parent Plan has been established, funded, and administered in compliance in all material respects with its terms and all applicable Laws. There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Parent, threatened

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against, or with respect to, any of the Parent Plans. All Parent Plans that are intended to be subject to the tax qualification requirements of Code Section 401(a) are so qualified and have received a favorable determination letter from the IRS or is maintained pursuant to a pre-approved plan where Parent is entitled to rely on a favorable opinion letter from the IRS. All contributions to, and payments from, each Parent Plan have been timely made.

iii. Neither Parent nor its ERISA Affiliates have at any time sponsored, contributed to, or been obligated under Title I or Title IV of ERISA to contribute to a "defined benefit plan" (as defined in ERISA Section 3(35)). Neither Parent nor its ERISA Affiliates have ever had an "obligation to contribute" (as defined in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA Section 4001(a)(3) and 3(37)(A)). No Parent Plan is a "multiple employer plan" (meaning a plan sponsored by two or more unrelated employers) or a "multiple employer welfare arrangement" (as defined in ERISA Section 3(40). Parent has no liability under Title IV of ERISA or Code Section 412 either directly or through its ERISA Affiliates. Neither Parent nor its ERISA Affiliates have maintained in the past nor currently maintain an Employee Benefit Plan providing welfare benefits (as defined in ERISA Section 3(1)) to employees after retirement or other separation of service except to the extent required under Part 6 of Title I of ERISA or Code Section 4980B or their successors or other applicable Law. Parent has complied in all material respects with the continuation coverage requirements of Section 1001 of COBRA, and ERISA Sections 601 through 608.

iv.Except as otherwise provided for in this Agreement or as set forth in Schedule 5.10(d) of the Parent Disclosure Letter, neither the execution of this Agreement, shareholder approval of this Agreement, or consummation of the transactions contemplated by this Agreement (individually or in conjunction with any other event) will (i) entitle any current or former service provider to Parent or any of its Subsidiaries to retention or other bonuses, parachute payments, non-competition payments, or any other payment, (ii) entitle any current or former service provider to Parent or any of its Subsidiaries to unemployment compensation, severance pay, or any increase in severance pay upon any termination of employment, (iii) result in any breach or violation of, or a default under, any of the Parent Plans, (iv) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation of benefits under or increase the amount of compensation due to any individual service provider to Parent or any of its Subsidiaries, (v) give rise to any payment or benefit that would not be deductible in whole or in part by reason of Section 280G of the Code, or (vi) limit or restrict the right of Parent or any of its Subsidiaries or, after the consummation of the transactions contemplated hereby, the Parent or the Surviving Company, to merge, amend, or terminate any of the Parent Plans.

v.Each Parent Plan that is a non-qualified deferred compensation plan or arrangement within the meaning of Section 409A of the Code, and any underlying award, is in compliance in all material respects with Section 409A of the Code, and no payment or award that has been made to any participant under a Parent Plan is subject to the interest and penalties specified in Section 409A(a)(1)(B) of the Code. Neither Parent nor any of its Subsidiaries (x) has an obligation to reimburse or indemnify any participant in a Parent Plan for any of the interest or penalties specified in Section 409A(a)(1)(B) of the Code that may be currently due or triggered in the future, and (y) has been required to report to any Governmental Entity any correction or taxes due as a result of a failure to comply with Section 409A of the Code.

vi.No Parent Plan provides for the gross-up or reimbursement of any Taxes imposed by Section 4999 of the Code or otherwise, and neither Parent, nor any of its Subsidiaries has any obligation to reimburse or indemnify any party for such Taxes.

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1.kTaxes.

i.Parent and each of its Subsidiaries has (i) duly and timely filed (or there have been filed on their behalf) with the appropriate Taxing Authority all U.S. federal and all other material Tax Returns required to be filed by them, taking into account any extensions of time properly obtained within which to file such Tax Returns, and all such Tax Returns were and are correct and complete in all material respects, and (ii) duly and timely paid in full (or there has been duly and timely paid in full on their behalf), or made adequate provisions for, all material amounts of Taxes required to be paid by them, other than Taxes that are not yet due and payable or that are being contested in good faith by appropriate Proceedings and for which adequate reserves have been established in accordance with GAAP.

ii.Parent (i) for its taxable years commencing with its taxable year ended December 31, 2012 and through and including its taxable year ended December 31, 2022 has been subject to taxation as a REIT and has to its knowledge satisfied all requirements to qualify as a REIT in such years; (ii) has operated since January 1, 2023 until the date hereof in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as a REIT for its taxable year ending December 31, 2023 and thereafter; and (iv) to its knowledge is not subject to any pending challenges by, and has not received any written threats from, the IRS or any other Governmental Entity with respect to its qualification as a REIT.

iii.WMC Residential Mortgage Sub-REIT 1, LLC (i) for its taxable years commencing with its taxable year ended December 31, 2019 and through and including its taxable year ended December 31, 2022 has been subject to taxation as a REIT and has to its knowledge satisfied all requirements to qualify as a REIT in such years; (ii) has operated since January 1, 2023 until the date hereof in a manner consistent with the requirements for qualification and taxation as a REIT; (iii) intends to continue to operate in such a manner as to qualify as a REIT for its taxable year that will end with the Effective Time; and (iv) to its knowledge, is not subject to any pending challenges by, and has not received any written threats from, the IRS or any other Governmental Entity with respect to its qualification as a REIT.

iv.Each of Parent’s Subsidiaries has been since the later of its acquisition or formation and continues to be treated for U.S. federal and state income Tax purposes as (i) a partnership (or a disregarded entity) and not as a corporation or an association or publicly traded partnership taxable as a corporation, (ii) a Qualified REIT Subsidiary, (iii) a Taxable REIT Subsidiary or (iv) a subsidiary REIT.

v.Neither Parent nor any of its Subsidiaries holds any asset the disposition of which would be subject to (or to rules similar to) Section 337(d) or Section 1374 of the Code or the Treasury Regulations, nor has it disposed of any such asset during its current taxable year.

vi.(i) There are no audits, investigations by any Governmental Entity or other Proceedings pending or, to the knowledge of Parent, threatened with regard to any material Taxes or Tax Returns of Parent or any of its Subsidiaries; (ii) no material deficiency for Taxes of Parent or any of its Subsidiaries has been claimed, proposed or assessed in writing or, to the knowledge of Parent, threatened, by any Governmental Entity, which deficiency has not yet been settled except for such deficiencies which are being contested in good faith; (iii) neither Parent nor any of its Subsidiaries has waived any statute of limitations with respect to the assessment of material Taxes or agreed to any extension of time with respect to any material Tax assessment or deficiency for any open tax year (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course); (iv) neither Parent nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any material Tax Return that remains unfiled; and (v) neither Parent nor any of its Subsidiaries has entered into any “closing

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agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law).

vii.Since Parent’s formation, neither Parent nor any of its Subsidiaries has incurred any material liability for Taxes under Sections 857(b), 857(f), 860(c) or 4981 of the Code. No event has occurred, and, to the knowledge of Parent, no condition or circumstance exists, which presents a material risk that any material amount of Tax described in the previous sentence will be imposed upon Parent or any its Subsidiaries.

viii.Parent and its Subsidiaries have complied, in all material respects, with all applicable Laws relating to the payment and withholding of Taxes (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, 3102 and 3402 of the Code or similar provisions under any state and foreign Laws) and have duly and timely withheld and, in each case, have paid over to the appropriate Taxing Authority all material amounts required to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

ix.There are no material Tax Liens upon any property or assets of Parent or any of its Subsidiaries except for Permitted Liens.

x.No request for a ruling, relief or advice in respect of material Taxes or material Tax Returns of Parent or any of its Subsidiaries is currently pending with any Governmental Authority and neither Parent nor any of its Subsidiaries has entered into any written agreement with a Taxing Authority with respect to any Taxes that is still in effect.

xi.There are no Tax allocation, protection or sharing agreements or similar arrangements with respect to or involving Parent or any of its Subsidiaries, and after the Closing Date neither Parent nor any of its Subsidiaries shall be bound by any such Tax allocation or protection agreements or similar arrangements or have any liability thereunder for amounts due in respect of periods prior to the Closing Date, in each case, other than customary provisions of commercial or credit agreements.

xii.Neither Parent nor any of its Subsidiaries (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has any material liability for the Taxes of any Person (other than Parent or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, or otherwise.

xiii.Neither Parent nor any of its Subsidiaries has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

xiv.Neither Parent nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code (i) in the two (2) years prior to the date of this Agreement.

xv.This Section 5.11 constitutes the exclusive representations and warranties of Parent with respect to Tax matters.

1.lLitigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, there is no (a) Proceeding pending, or, to the knowledge of Parent, threatened against Parent or any of its Subsidiaries or any of their respective properties, rights or assets or (b) any judgment, decree or injunction, or any material ruling or order, in each case, of any Governmental Entity or arbitrator outstanding against Parent or any of its Subsidiaries.

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1.mIntellectual Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (a) Parent or the Subsidiaries of Parent own or are licensed or otherwise possess valid rights to use all Parent Intellectual Property used in the conduct the business of Parent and its Subsidiaries as it is currently conducted, (b) to the knowledge of Parent, the conduct of the business of Parent and its Subsidiaries as it is currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any Person, (c) there are no pending or, to the knowledge of Parent, threatened claims with respect to any of the Parent Intellectual Property rights owned by Parent or any Subsidiary of Parent, and (d) to the knowledge of Parent, no Person is currently infringing or misappropriating Parent Intellectual Property. Parent and its Subsidiaries have taken reasonable measures to protect the confidentiality of trade secrets used in the businesses of each of Parent and its Subsidiaries as presently conducted, except where failure to do so would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

1.nReal Property. Neither Parent nor any Subsidiary of Parent owns any real property. Neither Parent nor any Subsidiary of Parent has leased or subleased any real property and does not have any obligation to pay any rent or other fees for any real property other than as and to the extent disclosed in the Parent SEC Documents filed with the SEC prior to the date hereof.

1.oMaterial Contracts.

i.Schedule 5.15 of the Parent Disclosure Letter sets forth a true and complete list (other than any Parent Plan), as of the date of this Agreement, of:

1.other than contracts providing for the acquisition, purchase, sale or divestiture of residential or commercial mortgages, Agency RMBS and commercial backed securities, mortgage servicing rights, debt securities and other financial instruments owned or entered into by Parent or any Subsidiary of Parent in the ordinary course of business, each contract that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires Parent or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $1,000,000;

2.each contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Subsidiary of Parent or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto);

3.each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $1,000,000, other than agreements solely between or among Parent and its wholly owned Subsidiaries;

4.other than contracts providing for repurchase transactions or reverse repurchase transactions in the ordinary course of business involving Parent Portfolio Securities, each contract under which Parent or a Subsidiary of Parent has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Parent or a Subsidiary of Parent), in any such case that is in excess of $500,000;

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5.each master agreement under which Parent or a Subsidiary of Parent enters into any interest rate cap, interest rate collar, interest rate swap or other forward, swap or other hedging transaction of any type, whether or not entered into for bona fide hedging purposes;

6.each employment contract to which Parent or a Subsidiary of Parent is a party;

7.each contract pursuant to which Parent or any Subsidiary of Parent may be obligated to issue or repurchase any Parent Capital Stock or any capital stock or other equity interests in any Subsidiary of Parent;

8.each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or geographic area;

9.each material partnership, joint venture, limited liability company or strategic alliance agreement to which Parent or a Subsidiary of Parent is a party (other than any such agreement solely between or among Parent and its wholly owned Subsidiaries);

10.each contract between or among Parent or any Subsidiary of Parent, on the one hand, and the Parent Manager, or any officer, director or affiliate (other than a wholly owned Subsidiary of Parent) of Parent or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), or of the Parent Manager, on the other hand;

11.each contract that obligates Parent or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of Parent or any of its Subsidiaries pursuant to which Parent or any of its Subsidiaries is the indemnitor;

12.each vendor, supplier or third party consulting or similar contract not otherwise described in this Section 5.15(a) that (A) cannot be voluntarily terminated pursuant to its terms within sixty (60) days after the Effective Time and (B) under which it is reasonably expected Parent or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $500,000 following the Effective Time; and

13.each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 5.15(a) with respect to Parent or Subsidiary of Parent, other than a Parent Plan.

ii.Collectively, the contracts set forth in Section 5.15(a) are herein referred to as the “Parent Contracts”) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is legal, valid, binding and enforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, to the knowledge of Parent, each other party thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of Parent, is any other party to any such Parent Contract in breach or default thereunder. Complete and accurate copies of each Parent Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to the Company.

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1.pInsurance. To the knowledge of Parent, all current, material insurance policies of Parent and each of its Subsidiaries (collectively, the “Material Parent Insurance Policies”) are in full force and effect. All premiums payable under the Material Parent Insurance Policies prior to the date of this Agreement have been duly paid. To the knowledge of Parent, no written notice of cancellation or termination has been received with respect to any Material Parent Insurance Policy.

1.qOpinion of Financial Advisor. The Parent Board has received the opinion of JMP Securities LLC addressed to the Parent Board to the effect that, based upon and subject to the limitations, qualifications and assumptions set forth therein, as of the date of the opinion, the Exchange Ratio is fair, from a financial point of view, to Parent, a copy of which opinion has been (or within two (2) Business Days after the date hereof will be) delivered to the Company for information purposes only.

1.rBrokers. Except for the fees and expenses payable to JMP Securities LLC, which shall be paid by Parent, no broker, investment banker, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries.

1.sState Takeover Statute. Neither the restrictions set forth in Section 203 of the DGCL nor any other Takeover Laws apply to this Agreement or any of the Transactions with respect to the Parent and its Subsidiaries. The Parent Board has taken all action necessary to render inapplicable to the Merger and the other Transactions: (a) the provisions of Section 203 of the DGCL and (b) to the extent applicable to the Parent, any other Takeover Law. No other

Takeover Laws are applicable to this Agreement, the Merger or the other Transactions.

1.tInvestment Company Act. Neither Parent nor any of its Subsidiaries is, or as of immediately prior to the Effective Time will be, required to be registered as an investment company under the Investment Company Act.

1.uOwnership of Company Capital Stock. Neither Parent nor any Subsidiary of Parent nor any of their respective affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) beneficially owns, directly or indirectly, or has the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or the right to vote pursuant to any agreement, arrangement or understanding, any shares of Company Class B Common Stock or other securities convertible into, exchangeable for or exercisable for shares of Company Class B Common Stock or any securities of any Subsidiary of the Company and neither Parent nor any of its Subsidiaries has any rights to acquire any shares of Company Class B Common Stock except pursuant to this Agreement. Neither Parent nor any its Subsidiaries is an affiliate or associate (as defined in Rule 12b-2 of the Exchange Act) of the Company. Neither Parent nor any of the Subsidiaries of Parent has at any time been an assignee or has otherwise succeeded to the beneficial ownership of any shares of Company Class B Common Stock during the last three (3) years.

1.vMerger Sub. Merger Sub was formed on June 14, 2023. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

1.wNo Additional Representations.

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i.Except for the representations and warranties made in this Article V, neither Parent nor any other Person makes any express or implied representation or warranty with respect to Parent or its Subsidiaries or their respective businesses, operations, assets, liabilities or conditions (financial or otherwise) in connection with this Agreement or the Transactions, and Parent hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Parent nor any other Person makes or has made any representation or warranty to the Company or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospect information relating to Parent or any of its Subsidiaries or their respective properties, assets or businesses; or (ii) except for the representations and warranties made by Parent in this Article V, any oral or written information presented to the Company or any of its Affiliates or Representatives in the course of their due diligence investigation of Parent, the negotiation of this Agreement or in the course of the Transactions.

ii.Notwithstanding anything contained in this Agreement to the contrary, Parent acknowledges and agrees that none of the Company or any other Person has made or is making, and each of Parent and Merger Sub expressly disclaims reliance upon, any representations, warranties or statements relating to the Company or its Subsidiaries whatsoever, express or implied, beyond those expressly given by the Company in Article IV, the Company Disclosure Letter or in any other document or certificate delivered by the Company or its Affiliates or Representatives in connection herewith, including any implied representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Parent, or any of its Affiliates or Representatives. Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates, budgets or prospect information that may have been made available to Parent or any of its Affiliates or Representatives (including in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Merger or the other Transactions).

6.

COVENANTS AND AGREEMENTS

1.aConduct of Company Business Pending the Merger.

i.The Company agrees that except as (i) set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key business relationships (including with the Company Manager), vendors and counterparties and (B) the Company shall maintain its status as a REIT.

ii.Except (i) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall not, and shall not permit any of its Subsidiaries to:

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1.(A) declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock, property or otherwise) in respect of any outstanding capital stock of, or other equity interests in, the Company or any of its Subsidiaries, except for (1) regular monthly dividends payable in respect of the Company Class B Common Stock consistent with past practice and either (x) having a record date that is prior to the Determination Date or (y) in amounts that do not exceed $0.0637 per share per month; (2) dividends or other distributions to the Company by any directly or indirectly wholly owned Subsidiary of the Company; (3) without duplication of the amounts described in clauses (1) and (2), any dividends or other distributions necessary for the Company or any Subsidiary thereof (as applicable) to maintain its status as a REIT under the Code and avoid the imposition of income or excise Tax (including the Minimum Distribution Dividend); or (4) any dividend to the extent authorized, declared and paid in accordance with Section 6.20; (B) split, combine or reclassify any capital stock of, or other equity interests in, the Company or any of its Subsidiaries (other than for transactions by a wholly owned Subsidiary of the Company); or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, the Company, except as required by the Organizational Documents of the Company or any Subsidiary of the Company, in each case, existing as of the date hereof (or granted following the date of this Agreement in accordance with the terms of this Agreement);

2.offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, the Company or any of its Subsidiaries or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (A) shares of Company Capital Stock or capital stock or other ownership interests of any Subsidiary of the Company issued as a dividend made in accordance with Section 6.1(b)(i) and (B) the issuance of Company Class B Common Stock in connection with the Company’s Dividend Reinvestment and Share Purchase Plan consistent with past practice and in accordance with the terms of such plan existing as of the date hereof;

3.amend the Company’s Organizational Documents or adopt any material change in the Organizational Documents of any of the Company’s Subsidiaries that would, in either case, reasonably be expected to prevent or materially delay the consummation of the Transactions;

4.(A) merge, consolidate, combine or amalgamate with any Person other than Merger Sub or another wholly owned Subsidiary of Parent, (B) acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner), any assets or any business or any corporation, partnership, association or other business organization or division thereof; or (C) enter into any partnership, joint venture or similar arrangement involving a material investment or expenditure of funds by the Company or any of its Subsidiaries, but in each case only if such action could reasonably be expected to prevent or materially delay the consummation of the Transactions;

5.sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any assets, other than in the ordinary course of business consistent with past practice; provided, that any sales, leases or dispositions of any assets permitted by this Section 6.1(b)(v) made on or after the Determination Date shall be at or above the fair market value of such asset used in the determination of the Company Adjusted Book Value Per Share;

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6.adopt a plan of complete or partial liquidation or dissolution of the Company or any of its Subsidiaries, other than such transactions among the Company and any wholly owned Subsidiary of the Company or between or among wholly owned Subsidiaries of the Company;

7.change in any material respect its material accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of the Company and its Subsidiaries, except as required by GAAP or applicable Law;

8.except (A) in the ordinary course of business consistent with past practice, (B) if required by Law or (C) if necessary (1) to preserve the Company’s or any Subsidiary’s qualification as a REIT under the Code or (2) to qualify or preserve the status of any Subsidiary of the Company as a disregarded entity or partnership for U.S. federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be, make or change any material Tax election, adopt or change any Tax accounting period or material method of Tax accounting, file any amended Tax Return if the filing of such amended Tax Return would result in a material increase in the Taxes payable by the Company or any of its Subsidiaries, settle or compromise any material liability for Taxes or any Tax audit or other Proceeding relating to a material amount of Taxes, enter into any closing or similar agreement with any Taxing Authority, surrender any right to claim a material refund of Taxes, or agree to any extension or waiver of the statute of limitations with respect to a material amount of Taxes;

9.(A) enter into any contract that would be a Company Contract, except as would not reasonably be expected to prevent or materially delay the consummation of the Transactions, or (B) modify, amend, terminate or assign, or waive or assign any rights under, any Company Contract in any manner which could reasonably be expected to prevent or materially delay the consummation of the Transactions;

10.(A) pay or agree to pay to any director or officer of the Company or any of its Subsidiaries any compensatory payment or benefit not required by any Company Plan existing as of the date hereof; (B) establish any new Company Plan or amend any Company Plan in existence on the date of this Agreement if such amendment would have the effect of enhancing or increasing any benefits thereunder; or (C) grant any material increase in the compensation payable or to become payable to any of its directors, officers or any other employees; provided, however, that no action will be a violation of this Section 6.1(b)(x) if it is taken (1) in order to comply with applicable Law or (2) pursuant to a Company Plan in existence on the date of this Agreement;

11.make any loans, advances or capital contributions to, or investments in, any other Person, except in the ordinary course of business; notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries may undertake customary asset management and servicing activities with respect to its assets and loans in its reasonable discretion, including without limitation, restructuring, extending, modifying loans and assets and foreclosing on collateral;

12.take any action, or fail to take any action, which action or failure could reasonably be expected to cause the Company to fail to qualify as a REIT or any of its Subsidiaries to cease to be treated as any of (A) a partnership or disregarded entity for U.S. federal income tax purposes or (B) a Qualified REIT Subsidiary, a Taxable REIT Subsidiary or a subsidiary REIT under the applicable provisions of Section 856 of the Code, as the case may be;

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13.following the Determination Date, other than the settlement of any (A)(x) Proceeding reflected or reserved against the balance sheet of the Company (or in the notes thereto) or (y) Proceeding that would not reasonably be expected to restrict the operations of the Company and its Subsidiaries that does not exceed $10,000,000 or (B) Transaction Litigation in accordance with Section 6.10, settle or offer or propose to settle, any Proceeding (excluding any audit, claim or other Proceeding in respect of Taxes) involving the payment of monetary damages by the Company or any of its Subsidiaries of any amount in excess of the amount set forth in Schedule 6.1(b)(xiii) of the Company Disclosure Letter.

14.incur, create, assume, refinance, replace or prepay any Indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of its Subsidiaries, except (A) Indebtedness incurred under the Company’s existing debt facilities, as set forth on Section 6.1(b)(xiv) of the Company Disclosure Letter, in the ordinary course of business consistent with past practice (including to the extent necessary to pay dividends permitted by Section 6.1(b)(i)); (B) funding any transactions permitted by this Section 6.1(b); (C) Indebtedness that does not, in the aggregate, exceed $50,000,000; (D) refinancing, amending, extending or replacement of existing Indebtedness; or (E) otherwise in the ordinary course of business consistent with past practice;

15.enter into any new line of business;

16.take any action, or fail to take any action, which action or failure would reasonably be expected to cause the Company or any of the Subsidiaries of the Company to be required to be registered as an investment company under the Investment Company Act;

17.other than with Subsidiaries of the Company, enter into any material transactions or contracts with any Affiliates (other than directors or officers in their capacities as such) of the Company or the Company Manager or any of its Affiliates; or

18.agree or enter into any arrangement or understanding to take any action that is prohibited by this Section 6.1(b).

iii.Within one (1) Business Day of the Determination Date, the Company shall deliver a statement that sets forth all of the Company’s holdings in its investment portfolios, including but not limited to, all assets, debt and hedging transactions.

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company or any of its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of the Company, upon advice of counsel, is reasonably necessary for the Company to (i) maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, (ii) avoid incurring entity level income or excise Taxes under the Code or applicable state or local Law, including making dividend or other distribution payments to the Company Stockholders in accordance with this Agreement or otherwise, or (iii) avoid being required to register as an investment company under the Investment Company Act; provided that prior to taking any action under this paragraph, the Company shall provide Parent with reasonable advance notice of any proposed action and shall in good faith discuss such proposed action with Parent.

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1.bConduct of Parent Business Pending the Merger.

i.Parent agrees that except as (i) set forth on Schedule 6.2(a) of the Parent Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed or conditioned), Parent covenants and agrees that, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) Parent shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses in all material respects in the ordinary course consistent with past practice and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key customers, service providers, suppliers, business relationships (including with the Parent Manager), vendors and counterparties and (B) Parent shall maintain its status as a REIT.

ii.Except (i) as set forth on Schedule 6.2(b) of the Parent Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by the Company in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, Parent shall not, and shall not permit any of its Subsidiaries to:

1.(A) declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock, property or otherwise) in respect of any outstanding capital stock of, or other equity interests in, Parent or any of its Subsidiaries, except for (1) regular quarterly dividends payable in respect of the Parent Common Stock consistent with past practice and either (x) having a record date that is prior to the Determination Date or (y) in amounts that do not exceed $0.35 cents per share per quarter; (2) dividends or other distributions to Parent by any directly or indirectly wholly owned Subsidiary of Parent; (3) without duplication of the amounts described in clauses (1) and (2), dividends or other distributions necessary for Parent or any Subsidiary thereof (as applicable) to maintain its status as a REIT under the Code and avoid the imposition of income or excise Tax (including the Minimum Distribution Dividend); or (4) any dividend to the extent declared and paid in accordance with Section 6.20; (B) split, combine or reclassify any capital stock of, or other equity interests in, Parent or any of its Subsidiaries (other than for transactions by a wholly owned Subsidiary of the Company); or (C) purchase, redeem or otherwise acquire, or offer to purchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent, except as required by the Organizational Documents of Parent or any Subsidiary of Parent or any Employee Benefit Plan of Parent, in each case, existing as of the date hereof (or granted following the date of this Agreement in accordance with the terms of this Agreement);

2.offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than: (A) the issuance or delivery of Parent Common Stock upon the vesting or lapse of any restrictions on any awards granted under the Parent Equity Plan and outstanding on the date hereof or issued in compliance with clause (B) below; (B) issuances of awards granted under the Parent Equity Plan to officers, directors and other service providers in the ordinary course of business as set forth on Schedule 6.2(b)(ii) of the Parent Disclosure Letter; and (C) shares of Parent Capital Stock or capital stock or other ownership interests of any Subsidiary of Parent issued as a dividend made in accordance with Section 6.2(b)(i);

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3.(A) amend Parent’s Organizational Documents, (B) adopt any amendment to the Organizational Documents of any of Parent’s Subsidiaries that would reasonably be expected to prevent or materially delay the consummation of the Transactions, or (C) waive for any Person, or exempt any Person from, or establish or increase any Excepted Holder Limit (as defined in the Parent’s Organizational Documents) for any Person with respect to, any of the restrictions on transfer and ownership of shares of stock of Parent set forth in the Parent’s Organizational Documents;

4. (A) merge, consolidate, combine or amalgamate with any Person other than another wholly owned Subsidiary of Parent, (B) except for acquisitions of assets in the ordinary course of business consistent with past practice, acquire or agree to acquire (including by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, licensing, or by any other manner), any assets or any business or any corporation, partnership, association or other business organization or division thereof, or (C) enter into any partnership, joint venture or similar arrangement involving a material investment or expenditure of funds by Parent or any of its Subsidiaries, in each case other than transactions between Parent and a wholly owned Subsidiary of Parent or between or among wholly owned Subsidiaries of Parent;

5.sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any assets, other than sales, leases or dispositions of assets that are residential or commercial mortgages, Agency RMBS or commercial mortgage backed securities or other assets or securities permitted under Parent’s investment guidelines as set forth in the Management Agreement, as amended by the Parent Board from time to time prior to the date hereof, including derivative securities and other instruments used for the purpose of hedging interest rate risk (collectively, “Parent Portfolio Securities”); provided, however, the foregoing shall not restrict (i) repurchase agreements and/or master repurchase agreements to finance the purchase price of assets or securities or refinance Parent’s repurchase obligations pursuant to such repurchase agreements or master repurchase agreements when due, in each case, in the ordinary course of Parent’s business consistent with past practice or (ii) any derivative financial instruments or arrangements entered into or incurred by Parent or any Subsidiary of Parent in the ordinary course of business consistent with past practice for the purpose of fixing or hedging interest rate risk and not for speculative purposes; provided, further, that any sales, leases or dispositions of any assets permitted by this Section 6.2(b)(v) made on or after the Determination Date shall be at or above the fair market value of such asset used in the determination of the Parent Adjusted Book Value Per Share;

6.adopt a plan of complete or partial liquidation or dissolution of Parent or any of its Subsidiaries, other than such transactions among Parent and any wholly owned Subsidiary of Parent (other than Merger Sub) or between or among wholly owned Subsidiaries of Parent (other than Merger Sub);

7.change in any material respect their material accounting principles, practices or methods that would materially affect the consolidated assets, liabilities or results of operations of Parent and its Subsidiaries, except as required by GAAP or applicable Law;

8.except (A) in the ordinary course of business consistent with past practice, (B) if required by Law or (C) if necessary (1) to preserve the Parent’s or any Subsidiary’s qualification as a REIT under the Code or (2) to qualify or preserve the status of any Subsidiary of Parent as a disregarded entity or partnership for U.S. federal income tax purposes or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary

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under the applicable provisions of Section 856 of the Code, as the case may be, make or change any material Tax election, adopt or change any Tax accounting period or material method of Tax accounting, file any amended Tax Return if the filing of such amended Tax Return would result in a material increase in the Taxes payable by Parent or any of its Subsidiaries, settle or compromise any material liability for Taxes or any Tax audit or other Proceeding relating to a material amount of Taxes, enter into any closing or similar agreement with any Taxing Authority, surrender any right to claim a material refund of Taxes, or agree to any extension or waiver of the statute of limitations with respect to a material amount of Taxes;

9.(A) pay or agree to pay to any director, officer or other individual service provider of the Parent or any of its Subsidiaries any compensatory payment or benefit not required by any Parent Plan existing as of the date hereof; (B) establish any new Parent Plan or amend any Parent Plan in existence on the date of this Agreement if such amendment would have the effect of enhancing or increasing any benefits thereunder; or (C) grant any material increase in the compensation payable or to become payable to any of its directors, officers or any other employees; provided, however, that no action will be a violation of this Section 6.2(b)(ix) if it is taken (1) as permitted under Section 6.2(b)(ii), (2) in order to comply with applicable Law or (3) pursuant to a Parent Plan in existence on the date of this Agreement;

10.make any loans, advances or capital contributions to, or investments in, any other Person, except (A) for reverse repurchase transactions involving Parent Portfolio Securities in the ordinary course of business or (B) for loans among Parent and its wholly owned Subsidiaries or among Parent’s wholly owned Subsidiaries;

11. except in the ordinary course of business consistent with past practice and as would not prevent or materially delay the consummation of the Transactions, enter into any contract that would be a Parent Contract or modify, amend, terminate or assign, or waive or assign any rights under, any Parent Contract in any material respect, except for (1) any derivative financial agreements or instruments (including any swaps, swap options, caps and short positions) entered into or incurred by Parent or any Subsidiary of Parent in the ordinary course of business consistent with past practice for the purpose of fixing or hedging interest rate risk and not for speculative purposes; (2) to the extent not prohibited by other provisions hereof, contracts providing for the sale or divestiture of debt securities (including any residential mortgages) by Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice and that are materially consistent with the contracts or forms thereof provided to the Company prior to the date hereof; (3) any termination or renewal in accordance with the terms of any existing Parent Contract that occurs automatically without any action (other than notice of renewal) by Parent or any Subsidiary of Parent; and (4) any trade agreements entered into, modified, amended, terminated or assigned in the ordinary course of business consistent with past practice.

12.other than the settlement of any (A) Proceeding reflected or reserved against on the balance sheet of Parent (or in the notes thereto), or (B) Transaction Litigation in accordance with Section 6.10, settle or offer or propose to settle, any Proceeding (excluding any audit, claim or other Proceeding in respect of Taxes) involving the payment of monetary damages by Parent or any of its Subsidiaries of any amount in excess of the amount set forth in Schedule 6.2(b)(xii) of the Parent Disclosure Letter;

13.other than in the ordinary course of business consistent with past practice, incur, create, assume, refinance, replace or prepay in any material respects the

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terms of any Indebtedness or any derivative financial instruments or arrangements, or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise); provided, however, that the foregoing shall not restrict (A) the incurrence of any Indebtedness among Parent and its wholly owned Subsidiaries or among the Parent’s wholly owned Subsidiaries or B guarantees by Parent of Indebtedness of its Subsidiaries or guarantees by the Subsidiaries of Parent of Indebtedness of Parent or any other Subsidiaries of Parent;

14.(A) incur any Indebtedness or sell any assets that would, in either case, result in the Leverage Ratio exceeding the Maximum Leverage Ratio or, if the Leverage Ratio already exceeds the Maximum Leverage Ratio, incur any Indebtedness or sell any assets to further increase the Leverage Ratio or (B) take any affirmative action that would result in Liquidity being less than the Minimum Liquidity or, if Liquidity is already less than the Minimum Liquidity, any affirmative action to further decrease Liquidity (subsections (A) and (B) of this sentence together, the “Leverage Covenants”); provided, however, that in the event of a breach of the Leverage Covenants, Parent shall promptly notify the Company of such breach, and, after consultation with the Company, use commercially reasonable efforts to take such steps as may be required to reverse such actions (“Remedial Measures”) within five (5) Business Days of notice of such breach. The Leverage Covenants shall be tested and certified upon request from time to time (but not more often than once per week) after the date of this Agreement by Parent as part of its investment holdings report in accordance with Section 6.2(c).

15.except in accordance with Section 2.6, increase or decrease the size of the Parent Board or enter into any agreement obligating Parent or the Parent Board to nominate any individual for election to the Parent Board or, unless required by applicable Law, elect any individual to fill any vacancy on the Parent Board;

16.enter into any new line of business;

17.form any new funds, co-investments, joint ventures or non-traded real estate investment trusts or other pooled investment vehicles;

18.take any action, or fail to take any action, which action or failure would reasonably be expected to cause Parent or any of its Subsidiaries to be required to be registered as an investment company under the Investment Company Act;

19.other than (1) with Subsidiaries of Parent and (2) the Termination Agreement and the New Management Agreement, enter into any material transactions or contracts with any Affiliates (other than directors or officers in their capacities as such) of Parent or the Parent Manager or any of its Affiliates; or

20.agree or enter into any arrangement or understanding to take any action that is prohibited by this Section 6.2(a).

iii.Within five (5) Business Days after the date hereof, Parent shall deliver a statement that sets forth all of Parent’s holdings in its investment portfolios, including but not limited to, all assets, debt and hedging transactions. From the date hereof until the Closing Date, Parent shall (i) manage its investment portfolios in all material respects in the ordinary course consistent with past practice and the provisions of Section 6.2(b); (ii) upon request from time to time (but not more often than once per week), participate in a call with the investment personnel of the Company to discuss the status of Parent’s and the Company’s respective portfolios and planned portfolio management activities (including any actions planned to be taken in the event that the Leverage Ratio exceeds the Maximum Leverage Ratio or the Liquidity is less than the

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Minimum Liquidity); (iii) consult with the Company in good faith (1) if the Leverage Ratio exceeds the Maximum Leverage Ratio or the Liquidity is less than the Minimum Liquidity and will further consult with the Company in good faith prior to taking any actions to cure breaches of Section 6.2(b)(xiv) and (2) to the extent practicable, prior to taking any portfolio management activity of Parent if the result of such activity would involve the direct sale of assets of Parent or any of its Subsidiaries that could result in any changes of more than $500,000 individually or $2,500,000 in the aggregate compared to the prior statement of Parent’s holdings in its investment portfolios delivered to the Company (it being understood that the Company’s failure to respond within three (3) Trading Hours of Parent’s notification of its intent to take such action shall be deemed to satisfy Parent’s consultation obligation); and (iv) upon request from time to time (but not more often than once per week), report all investment and hedging transactions to the Company, which report shall include a computation of the Leverage Ratio and Liquidity. All consultation notifications to be provided pursuant to this Section 6.2(c) shall be provided electronically to the attention of Michael Fishbein (mikef@mavikcapital.com) and shall include (A) in the subject line of the communication, the urgent nature of the request and a description of the asset at issue and (B) in the body of the communication, a description of the material terms of the potential asset sale (including a description of the asset, the counterparty, the sale price and the expected closing date).

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit Parent or its Subsidiaries from taking any action, at any time or from time to time, that in the reasonable judgment of Parent, upon advice of counsel, is reasonably necessary for Parent to (i) maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the Effective Time, (ii) avoid incurring entity level income or excise Taxes under the Code or applicable state or local Law, including making dividend or other distribution payments to the Parent Stockholders in accordance with this Agreement or otherwise or (iii) avoid being required to register as an investment company under the Investment Company Act; provided that prior to taking any action under this paragraph, Parent shall provide the Company with reasonable advance notice of any proposed action and shall in good faith discuss such proposed action with the Company.

1.cNo Solicitation by the Company.

i.Except as otherwise permitted by this Section 6.3, from and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII, the Company will not, and will cause its Subsidiaries and will instruct its Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage the making of a Company Competing Proposal, (ii) engage in any discussions or negotiations with any Person with respect to a Company Competing Proposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.3(a)) will not be deemed to “solicit,” “encourage” or “engage” for purposes of, or otherwise constitute a violation of, this Section 6.3(a), (iii) furnish any non-public information regarding the Company or its Subsidiaries, or access to the properties, assets or employees of the Company or its Subsidiaries, to any Person in connection with or in response to a Company Competing Proposal, (iv) enter into any binding or nonbinding letter of intent or agreement in principle, or other agreement providing for a Company Competing Proposal (other than a confidentiality agreement as provided in Section 6.3(c)(ii)), (v) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, any Company Competing Proposal, (vi) fail to include the Company Board Recommendation in the Joint Proxy Statement or any amendment or supplement thereto or (vii) fail publicly to reaffirm without qualification the Company Board Recommendation within ten (10) Business Days after the written request of Parent following a Company Competing Proposal that has been publicly announced (or such fewer number of days as remain prior to the Company Stockholder Meeting,

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as it may be adjourned or postponed) (the taking of any action described in clauses (v), (vi) or (vii) of this Section 6.3(a) being referred to as a “Company Change of Recommendation”).

ii.From and after the date of this Agreement, the Company shall advise Parent of the receipt by the Company of any Company Competing Proposal made on or after the date of this Agreement or any request for non-public information or data relating to the Company or any of its Subsidiaries made by any Person in connection with a Company Competing Proposal or any request for discussions or negotiations with the Company or a Representative of the Company relating to a Company Competing Proposal (in each case within 48 hours thereof), and the Company shall provide to Parent (within such 48-hour time frame) either (i) a copy of any such Company Competing Proposal made in writing provided to the Company or any of its Subsidiaries or (ii) a written summary of the material terms of such Company Competing Proposal, if not made in writing. The Company shall (x) keep Parent reasonably informed on a prompt and current basis with respect to the status and material terms of any such Company Competing Proposal and any material changes to the status of any such discussions or negotiations and (y) promptly (and in any case within twenty-four (24) hours) make available to Parent copies of all written materials provided by the Company to such party but not previously made available to Parent; provided, that the Company may redact such written materials to the extent reasonably necessary to prevent the identification of such party if the Company is restricted from making such disclosure under the terms of a confidentiality agreement entered into prior to the date of this Agreement.

iii.Notwithstanding anything in this Agreement to the contrary, the Company, directly or indirectly through one or more of its Representatives, may:

1.make such disclosures as the Company Board or any committee thereof determines in good faith are necessary to comply with Rule 14e-2(a), Item 1012(a) of Regulation M-A and Rule 14d-9 promulgated under the Exchange Act or other applicable securities Laws; provided, however, that none of the Company, the Company Board or any committee thereof shall, except as expressly permitted by Section 6.3(c)(iii) or Section 6.3(d), effect a Company Change of Recommendation in any disclosure document or communication filed or publicly issued or made in compliance with such requirements;

2.prior to the receipt of the Company Stockholder Approval, engage in the activities prohibited by Sections 6.3(a)(ii) and 6.3(a)(iii) with any Person if (1) the Company receives a written, bona fide Company Competing Proposal from such Person that did not result from a material breach of the obligations set forth in this Section 6.3; provided, however, that (A) no non-public information that is prohibited from being furnished pursuant to Section 6.3(a) may be furnished until the Company receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of nonpublic information furnished to such Person by or on behalf of the Company that are no less favorable to the Company in the aggregate than the terms of the Confidentiality Agreement, as determined by the Company Board in good faith after consultation with its outside legal counsel; provided, further, that such confidentiality agreement does not contain provisions that prohibit the Company from complying with the provisions of this Section 6.3 (it being understood that the Company shall not be required to include any “standstill” provision in such confidentiality agreement), and (B) prior to taking any such actions, the Company Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Company Competing Proposal is, or is reasonably expected to lead to, a Company Superior Proposal;

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3.prior to the receipt of the Company Stockholder Approval, in response to a written Company Competing Proposal from a third party that did not result from a material breach of the obligations set forth in this Section 6.3, if the Company Board so chooses, cause the Company to effect a Company Change of Recommendation or terminate this Agreement pursuant to Section 8.1(f), if prior to taking such action (A) the Company Board determines that such Company Competing Proposal is a Company Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by Parent in response to such Company Competing Proposal), and (B) the Company shall have given notice to Parent that the Company has received such proposal in accordance with Section 6.3(b), specifying the material terms and conditions of such proposal, and, that the Company intends to take such action and the Company has made itself available to negotiate in good faith (and caused its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with Parent (to the extent Parent wishes to negotiate) to make such adjustments or revisions to the terms and conditions of this Agreement as would preclude a determination that the Company Competing Proposal remains a Company Superior Proposal, and either (1) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth Business Day after the date on which such notice is given to Parent, or (2) if Parent within the period described in the foregoing clause (1) shall have proposed revisions to the terms and conditions of this Agreement, the Company Board, after consultation with its outside legal counsel, shall have determined in good faith that the Company Competing Proposal remains a Company Superior Proposal with respect to Parent’s revised proposal; provided, however, that each time material modifications to the terms of a Company Competing Proposal determined to be a Company Superior Proposal are made, the time period set forth in this clause (B) prior to which the Company may effect a Company Change of Recommendation or terminate this Agreement shall be extended for two (2) Business Days after notification of such change to Parent; and

4.prior to the receipt of the Company Stockholder Approval, seek clarification from (but not engage in negotiations with or provide non-public information to) any Person that has made a Company Competing Proposal that was not solicited at any time following the execution of this Agreement solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Company Board or any committee thereof to make an informed determination under Section 6.3(c)(ii).

iv.Notwithstanding anything in this Agreement to the contrary, the Company Board shall be permitted, at any time prior to the receipt of the Company Stockholder Approval, other than in response to a Company Competing Proposal (which is addressed in Section6.3(c)(iii)), to make a Company Change of Recommendation if, prior to taking such action, (i) the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its legal duties as directors under applicable Law, (ii) the Company shall have given notice to Parent that the Company intends to effect a Company Change of Recommendation (which notice will reasonably describe the reasons for such Company Change of Recommendation), and (iii) after giving such notice and prior to effecting such Company Change of Recommendation, the Company has made itself available to negotiate (and cause its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with Parent (to the extent Parent wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Company Board not to effect a Company Change of Recommendation in response thereto, and either (A) Parent shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Company Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to Parent, or (B) if Parent within the period described in

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the foregoing clause (A) shall have proposed revisions to the terms and conditions of this Agreement, the Company Board, after consultation with its outside legal counsel, shall have determined in good faith that such proposed changes do not obviate the need for the Company Board to effect a Company Change of Recommendation and that the failure to make a Company Change of Recommendation would be reasonably expected to be inconsistent with its legal duties as directors under applicable Law.

1.dNo Solicitation by Parent.

i.From and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII, Parent will, and will cause its Subsidiaries and instruct its Representatives to immediately cease, and cause to be terminated, any discussion or negotiations with any Person conducted heretofore by Parent or any of its Subsidiaries or Representatives with respect to a Parent Competing Proposal (any such Persons and their Affiliates and Representatives being referred to as “Prior Parent Bidders””). Parent will promptly request that each Prior Parent Bidder in possession of nonpublic information that was furnished by or on behalf of Parent or any Subsidiary of Parent in connection with its consideration of any potential Parent Competing Proposal return or destroy all such nonpublic information heretofore furnished to such Prior Parent Bidder and immediately terminate all physical and electronic data room access previously granted to any such Prior Parent Bidder. Parent shall not, and shall not permit any of its Subsidiaries to, terminate, waive, amend or modify any provision of any standstill or confidentiality agreement to which Parent or any of its Subsidiaries is a party.

ii.Except as otherwise permitted by this Section 6.4, from and after the date of this Agreement until the Effective Time or if earlier, the termination of this Agreement in accordance with Article VIII, Parent will not, and will cause its Subsidiaries and will instruct its Representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage the making of a Parent Competing Proposal, (ii) engage in any discussions or negotiations with any Person with respect to a Parent Competing Proposal (it being understood and agreed that ministerial acts that are not otherwise prohibited by this Section 6.4(b) will not be deemed to “solicit,” “encourage” or “engage” for purposes of, or otherwise constitute a violation of, this Section 6.4(b), (iii) furnish any non-public information regarding Parent or its Subsidiaries, or access to the properties, assets or employees of Parent or its Subsidiaries, to any Person in connection with or in response to a Parent Competing Proposal, (iv) enter into any binding or nonbinding letter of intent or agreement in principle, or other agreement providing for a Parent Competing Proposal (other than a confidentiality agreement as provided in Section 6.4(d)(ii)), (v) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to Parent, the Parent Board Recommendation or publicly recommend the approval or adoption of, or publicly approve or adopt, any Parent Competing Proposal, (vi) fail to include the Parent Board Recommendation in the Joint Proxy Statement or any amendment or supplement thereto or (vii) fail publicly to reaffirm without qualification the Parent Board Recommendation within ten (10) Business Days after the written request of the Company following a Parent Competing Proposal that has been publicly announced (or such fewer number of days as remain prior to the Parent Stockholder Meeting, as it may be adjourned or postponed) (the taking of any action described in clauses (v), (vi) or (vii) of this Section 6.4(b) being referred to as a “Parent Change of Recommendation”).

iii.From and after the date of this Agreement, Parent shall advise the Company of the receipt by Parent of any Parent Competing Proposal made on or after the date of this Agreement or any request for non-public information or data relating to Parent or any of its Subsidiaries made by any Person in connection with a Parent Competing Proposal or any request for discussions or negotiations with Parent or a Representative of Parent relating to a Parent Competing Proposal (in each case within 48 hours thereof), and Parent shall provide to the

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Company (within such 48-hour time frame) either (i) a copy of any such Parent Competing Proposal made in writing provided to Parent or any of its Subsidiaries or (ii) a written summary of the material terms of such Parent Competing Proposal, if not made in writing. Parent shall (x) keep the Company reasonably informed on a prompt and current basis with respect to the status and material terms of any such Parent Competing Proposal and any material changes to the status of any such discussions or negotiations and (y) promptly (and in any case within twenty-four (24) hours) make available to the Company copies of all written materials provided by Parent to such party but not previously made available to the Company; provided, that Parent may redact such written materials to the extent reasonably necessary to prevent the identification of such party if the Parent is restricted from making such disclosure under the terms of a confidentiality agreement entered into prior to the date of this Agreement.

iv.Notwithstanding anything in this Agreement to the contrary, Parent, directly or indirectly through one or more of its Representatives, may:

1.make such disclosures as the Parent Board or any committee thereof determines in good faith are necessary to comply with Rule 14e-2(a), Item 1012(a) of Regulation M-A and Rule 14d-9 promulgated under the Exchange Act or other applicable securities Laws; provided, however, that none of Parent, Parent Board or any committee thereof shall, except as expressly permitted by Section 6.4(d)(iii) or Section 6.4(e), effect a Parent Change of Recommendation in any disclosure document or communication filed or publicly issued or made in compliance with such requirements;

2.prior to the receipt of the Parent Stockholder Approval, engage in the activities prohibited by Sections 6.4(b)(ii) and 6.4(b)(iii) with any Person if (1) Parent receives a written, bona fide Parent Competing Proposal from such Person that did not result from a material breach of the obligations set forth in this Section 6.4; provided, however, that (A) no non-public information that is prohibited from being furnished pursuant to Section 6.4(b) may be furnished until Parent receives an executed confidentiality agreement from such Person containing limitations on the use and disclosure of nonpublic information furnished to such Person by or on behalf of the Company that are no less favorable to Parent in the aggregate than the terms of the Confidentiality Agreement, as determined by the Parent Board in good faith after consultation with its outside legal counsel; provided, further, that such confidentiality agreement does not contain provisions that prohibit Parent from complying with the provisions of this Section 6.4 (it being understood that Parent shall not be required to include any “standstill” provision in such confidentiality agreement), and (B) prior to taking any such actions, the Parent Board or any committee thereof determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Parent Competing Proposal is, or is reasonably expected to lead to, a Parent Superior Proposal;

3.prior to the receipt of the Parent Stockholder Approval, in response to a written Parent Competing Proposal from a third party that did not result from a material breach of the obligations set forth in this Section 6.4, if the Parent Board so chooses, cause Parent to effect a Parent Change of Recommendation or terminate this Agreement pursuant to Section 8.1(e), if prior to taking such action (A) the Parent Board determines that such Parent Competing Proposal is a Parent Superior Proposal (taking into account any adjustment to the terms and conditions of the Merger proposed by the Company in response to such Parent Competing Proposal), and (B) Parent shall have given notice to the Company that Parent has received such proposal in accordance with Section 6.4(c), specifying the material terms and conditions of such proposal, and, that Parent intends to take such action and Parent has made itself available to negotiate in good faith (and caused its officers, employees, financial advisor and outside legal counsel

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to be available to negotiate) with the Company (to the extent the Company wishes to negotiate) to make such adjustments or revisions to the terms and conditions of this Agreement as would preclude a determination that the Parent Competing Proposal remains a Parent Superior Proposal, and either (1) the Company shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Parent Stockholders Meeting and the fifth Business Day after the date on which such notice is given to the Company, or (2) if the Company within the period described in the foregoing clause (1) shall have proposed revisions to the terms and conditions of this Agreement, the Parent Board, after consultation with its outside legal counsel, shall have determined in good faith that the Parent Competing Proposal remains a Parent Superior Proposal with respect to the Company’s revised proposal; provided, however, that each time material modifications to the terms of a Parent Competing Proposal determined to be a Parent Superior Proposal are made, the time period set forth in this clause (B) prior to which Parent may effect a Parent Change of Recommendation or terminate this Agreement shall be extended for two (2) Business Days after notification of such change to the Company; and

4.prior to the receipt of the Parent Stockholder Approval, seek clarification from (but not engage in negotiations with or provide non-public information to) any Person that has made a Parent Competing Proposal that was not solicited at any time following the execution of this Agreement solely to clarify and understand the terms and conditions of such proposal to provide adequate information for the Parent Board or any committee thereof to make an informed determination under Section 6.4(d)(ii).

v.Notwithstanding anything in this Agreement to the contrary, the Parent Board shall be permitted, at any time prior to the receipt of the Parent Stockholder Approval, other than in response to a Parent Competing Proposal (which is addressed in Section 6.4(d)(iii)), to make a Parent Change of Recommendation if, prior to taking such action, (i) Parent Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its legal duties as directors under applicable Law, (ii) Parent shall have given notice to the Company that Parent intends to effect a Parent Change of Recommendation (which notice will reasonably describe the reasons for such Parent Change of Recommendation), and (iii) after giving such notice and prior to effecting such Parent Change of Recommendation, Parent has made itself available to negotiate (and cause its officers, employees, financial advisor and outside legal counsel to be available to negotiate) with the Company (to the extent the Company wishes to negotiate) to make such adjustments or revisions to the terms of this Agreement as would permit the Parent Board not to effect a Parent Change of Recommendation in response thereto, and either (A) the Company shall not have proposed revisions to the terms and conditions of this Agreement prior to the earlier to occur of the scheduled time for the Parent Stockholders Meeting and the fifth (5th) Business Day after the date on which such notice is given to the Company, or (B) if the Company within the period described in the foregoing clause (A) shall have proposed revisions to the terms and conditions of this Agreement, the Parent Board, after consultation with its outside legal counsel, shall have determined in good faith that such proposed changes do not obviate the need for the Parent Board to effect a Parent Change of Recommendation and that the failure to make a Parent Change of Recommendation would be reasonably expected to be inconsistent with its legal duties as directors under applicable Law.

1.ePreparation of Joint Proxy Statement and Registration Statement.

i.Parent will promptly furnish to the Company such data and information relating to it, its Subsidiaries (including Merger Sub) and the holders of Parent Capital Stock, as the Company may reasonably request for the purpose of including such data and information in the Joint Proxy Statement and any amendments or supplements thereto used by the Company to obtain the Company Stockholder Approval. The Company will promptly furnish to Parent such

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data and information relating to it, its Subsidiaries and the holders of Company Capital Stock, as Parent may reasonably request for the purpose of including such data and information in the Registration Statement (including the Joint Proxy Statement) and any amendments or supplements thereto (used by Parent to obtain the Parent Stockholder Approval).

ii.Promptly following the date hereof, the Company and Parent shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable Joint Proxy Statement relating to the matters to be submitted to the holders of Company Class B Common Stock at the Company Stockholders Meeting and to the holders of Parent Common Stock at the Parent Stockholders Meeting, and Parent shall prepare and file with the SEC the Registration Statement (of which the Joint Proxy Statement will be a part). The Company and Parent shall each use commercially reasonable efforts to cause the Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Parent and the Company shall each use its commercially reasonable efforts to cause the Registration Statement to become effective under the Securities Act as soon after such filing as practicable and Parent and the Company shall use commercially reasonable efforts to keep the Registration Statement effective as long as is necessary to consummate the Merger. Each of the Company and Parent will advise the other promptly after it receives any request by the SEC for amendment of the Joint Proxy Statement or the Registration Statement or comments thereon and responses thereto or any request by the SEC for additional information. Each of the Company and Parent shall use commercially reasonable efforts to cause all documents that it is responsible for filing with the SEC in connection with the Transactions to comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, prior to filing the Registration Statement (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, each of the Company and Parent will (i) provide the other with an opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) include in such document or response all comments reasonably proposed by the other and (iii) not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Joint Proxy Statement or Registration Statement, this right of approval shall apply only with respect to information relating to the other party, its Subsidiaries and its Affiliates, their business, financial condition or results of operations or the Transactions contemplated hereby; and provided, further,that the Company, in connection with any Company Change of Recommendation, and Parent, in connection with any Parent Change of Recommendation, may amend or supplement the Joint Proxy Statement (including by incorporation by reference) and make other filings with the SEC, to effect such Company Change of Recommendation or Parent Change of Recommendation, as applicable.

iii.Parent and the Company shall make all necessary filings with respect to the Merger and the Transactions under the Securities Act and the Exchange Act and applicable blue sky laws and the rules and regulations thereunder. Each party will advise the other, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Capital Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of the Company and Parent will use commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

iv.If at any time prior to the Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, should be discovered by

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Parent or the Company that should be set forth in an amendment or supplement to the Registration Statement or the Joint Proxy Statement, so that such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company Stockholders and the Parent Stockholders.

1.fStockholders Meetings.

i.The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the effectiveness of the Registration Statement under the Securities Act. Except as permitted by Section 6.3, the Company shall, through the Company Board, recommend to the Company Stockholders that they vote in favor of the approval of the Merger and the other Transactions at the Company Stockholders Meeting and the Company Board shall solicit from the Company Stockholders proxies in favor of the approval of the Merger and the other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Class B Common Stock represented (either in person or by proxy) to establish a quorum at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Class B Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.3(c)(iii)(B). If requested by Parent, the Company shall promptly provide to Parent all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Competing Proposal, or by any Company Change of Recommendation.

ii.Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the effectiveness of the Registration Statement under the Securities Act. Except as permitted by Section 6.3, Parent shall, through the Parent Board, recommend to the Parent Stockholders that they vote in favor of the Parent Charter Amendment and the Parent Stock Issuance at the Parent Stockholders Meeting and the Parent Board shall solicit from the Parent Stockholders proxies in favor of the approval of the Parent Charter Amendment and the Parent Stock Issuance, and the Joint Proxy Statement shall include a statement to the effect that the Parent Board has resolved to make the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent

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necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Parent Stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to establish a quorum at such Parent Stockholders Meeting, and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval. Notwithstanding the foregoing, Parent may adjourn or postpone the Parent Stockholders Meeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.4(d)(iii)(B). If requested by the Company, Parent shall promptly provide to the Company all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, Parent’s obligations to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 6.6(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Parent Competing Proposal, or by any Parent Change of Recommendation.

iii.The parties shall use their commercially reasonable efforts to hold the Company Stockholders Meeting and the Parent Stockholders Meeting on the same day.

1.gAccess to Information.

i.Each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its Representatives, during the period prior to the earlier of the Effective Time and the termination of this Agreement pursuant to the terms of Section 8.1, reasonable access, during normal business hours and upon reasonable prior notice, to the officers, any other employees, and offices of such party and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the other party and its Representatives such information concerning its and its Subsidiaries’ business, properties, contracts, records and personnel as such other party may reasonably request, including information (and information reasonably available from third parties) about the Company’s financing, refinancing, hedging activities, portfolio risk and portfolio activities. Each of the Company and Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other party that may result from the requests for access, data and information hereunder. Notwithstanding the foregoing provisions of this Section 6.7(a), each party shall not be required to, or to cause any of its Subsidiaries to, grant access or furnish information to the other party or any of its Representatives to the extent that (i) such information is subject to an attorney/client privilege, the attorney work product doctrine or other legal privilege or (ii) such access or the furnishing of such information is prohibited by applicable Law or an existing contract or agreement or a contract or agreement entered into after the date of this Agreement in the ordinary course of business consistent with past practice. Each party agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.7(a) for any purpose unrelated to the consummation of the Transactions.

ii.The Confidentiality Agreement dated as of August 17, 2022 between Parent, the Parent Manager, the Company and the Company Manager (the “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder. All information provided to any party or its Representatives pursuant to or in connection with this Agreement is deemed to be “Confidential Information” as defined under the Confidentiality Agreement.

iii.Prior to the Closing, Parent shall use reasonable best efforts to cause the Parent Manager and each Affiliate of the Parent Manager to deliver to Parent and the Company

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Manager all contracts and records in the Parent Manager’s or any of its Affiliates’ possession or control to the extent (with respect to Contracts) they are Contracts to which Parent or any of its Subsidiaries is a party, and with respect to records, to the extent they pertain to the business of Parent and its Subsidiaries, provided that, for the avoidance of doubt, such records shall not include records that are the owned property of the Parent Manager and are not owned property of Parent or any of its Subsidiaries.

1.hReasonable Best Efforts.

i.Subject to the terms and conditions of this Agreement, each party will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the Merger and the other Transactions as soon as practicable after the date hereof, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date hereof, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other Transactions and (ii) taking all steps as may be necessary, subject to the limitations in this Section 6.8, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals.

ii.In connection with and without limiting the foregoing, each of the parties shall give any required notices to third parties, and each of the parties shall use, and cause each of their respective Subsidiaries and Affiliates to use, its reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Merger. Each of the parties will furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required filings or submissions with any Governmental Entity and will cooperate in responding to any inquiry from a Governmental Entity, including promptly informing the other parties of such inquiry, consulting in advance before making any presentations or submissions to a Governmental Entity, and supplying each other with copies of all material correspondence, filings or communications between either party and any Governmental Entity with respect to this Agreement. To the extent reasonably practicable, the parties and their Representatives shall have the right to review in advance and each of the parties will consult the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written materials submitted to, any Governmental Entity in connection with the Merger and the other Transactions, except that confidential competitively sensitive business information may be redacted from such exchanges. To the extent reasonably practicable, none of the parties shall, nor shall they permit their respective Representatives to, participate independently in any meeting or engage in any substantive conversation with any Governmental Entity in respect of any filing, investigation or other inquiry without giving the other party prior notice of such meeting or conversation and, to the extent permitted by applicable Law, without giving the other parties the opportunity to attend or participate (whether by telephone or in person) in any such meeting with such Governmental Entity.

iii.In connection with obtaining any approval or consent from any Person with respect to the Merger, neither the Company or any Subsidiary of the Company nor Parent or any Subsidiary of the Parent shall not pay or commit to pay to any Person whose approval or consent is being solicited any cash or other consideration, make any accommodation or commitment or incur any liability or other obligation to such Person without the prior written consent of Parent. The parties shall cooperate to obtain such consents.

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1.iIndemnification; Directors’ and Officers’ Insurance.

i.Parent agrees that all rights existing as of the date of this Agreement to indemnification, advancement of expenses and exculpation from Indemnified Liabilities (as defined below) in favor of the Parent Manager or current and/or former directors, officers or employees of Parent and the Parent Subsidiaries as provided in the Organizational Documents of Parent and each of the Parent Subsidiaries, any employment agreement or indemnification agreement in effect on the date hereof or otherwise will continue in full force and effect in accordance with their terms. Without limiting the foregoing, from and after the Effective Time, Parent shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of Parent, Parent Manager or any of their Subsidiaries or who acts as a fiduciary under any Parent Plan or any of its Subsidiaries or is or was serving at the request of Parent or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise (the “Indemnified Persons”) against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement of, or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of Parent, the Parent Manager or any of their Subsidiaries, a fiduciary under any Parent Plan or any of its Subsidiaries or is or was serving at the request of Parent or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case, to the fullest extent permitted under applicable Law (and Parent shall pay expenses incurred in connection therewith in advance of the final disposition of any such Proceeding to each Indemnified Person to the fullest extent permitted under applicable Law). Without limiting the foregoing, in the event any such Proceeding is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time), (i) the Indemnified Persons may retain Parent’s regularly engaged legal counsel or other counsel satisfactory to such Indemnified Person, and Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons as promptly as statements therefor are received, and (ii) Parent shall use its reasonable best efforts to assist in the defense of any such matter. Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.9, upon learning of any such Proceeding, shall notify Parent (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 6.9 except to the extent such failure materially prejudices such party’s position with respect to such claims), and will be entitled to advancement of expenses incurred in the defense of any such Proceeding from Parent within ten (10) Business Days of such notice to Parent. With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent under this Section 6.9, such Indemnified Person shall have the right to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and approved by Parent (which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed material services for Parent, Surviving Company, the Company or the Indemnified Person within the last three (3) years. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation, unless such settlement, compromise, consent or termination includes an unconditional release of all of the Indemnified

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Persons covered by the claim, action, suit, proceeding or investigation from all liability arising out of such claim, action, suit, proceeding or investigation.

ii.Parent shall not amend, repeal or otherwise modify any provision in its Organizational Documents or its Subsidiaries in any manner that would affect (or manage Parent or its Subsidiaries, with the intent to or in a manner that would affect) adversely the rights thereunder or under the Organizational Documents of Parent or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Parent or any of its Subsidiaries and any of its directors, officers or employees existing immediately prior to the Effective Time.

iii.Parent shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.9(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.9 or under any charter, bylaw or contract in the event such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder.

iv.On or prior to the Closing Date, Parent shall put in place, and fully prepay immediately prior to the Effective Time, “tail” insurance policies (collectively, the “D&O Insurance”) with a claims period of at least six (6) years from the Effective Time from an insurance carrier with the same or better credit rating as the Parent’s current insurance carrier with respect to directors’ and officers’ liability insurance, fiduciary liability insurance and employment practices liability insurance in an amount and scope at least as favorable as the Parent’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided, however, the premium for the D&O Insurance shall not be in excess of (for any one year) 300% of the annual premium paid by Parent for such insurance as of the date of this Agreement; and provided, further, that if the premium of such insurance coverage exceeds such amount, Parent shall obtain a policy with the greatest coverage available, with respect to facts, acts, events or omissions occurring prior to the Effective Time, for a cost not exceeding such amount.

v.The provisions of this Section 6.9 (i) will survive consummation of the Merger; (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Indemnified Persons) to the extent of such indemnified or insured party’s interest herein, and his or her heirs and estates; and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

vi.In the event that Parent or any Subsidiary of Parent, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or such Subsidiary, as the case may be, shall assume the obligations set forth in this Section 6.9. Parent shall not sell, transfer, distribute or otherwise dispose of any of their assets or the assets of any Subsidiary in a manner that would reasonably be expected to render Parent unable to satisfy its obligations under this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, the parties and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.9, and his or her heirs and representatives. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Parent or any of its

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Subsidiaries, or under any applicable contracts or Law. Parent shall pay all expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.9.

vii.Nothing in this Agreement is intended to, or will be construed to, release, waive or impair any rights to insurance claims pursuant to any applicable insurance policy or indemnification agreement, it being understood and agreed that the indemnification provided for in this Section 6.9 is not prior to or in substitution for any such claims pursuant to such policies or agreements.

1.jStockholder Litigation. Each party shall give the other party a reasonable opportunity to participate in the defense or settlement of any Transaction Litigation and shall consider in good faith the other party’s advice with respect to such Transaction Litigation; provided, that Parent shall not agree to settle any Transaction Litigation in excess of the amount set forth in Schedule 6.10 of the Parent Disclosure Letter without the prior written consent of the Company.

1.kTreatment of Parent Management Agreement. On the date hereof, Parent and the Parent Manager have entered into the Termination Agreement, to which the Company is an express third party beneficiary, terminating the Parent Management Agreement effective as of the Effective Time, and such termination shall be without any liability (except to the extent specifically set forth therein) to Parent, any of its Subsidiaries, the Company, any Affiliate of Parent, or the Surviving Company. Parent has provided to the Company a true, correct and complete copy of the executed Termination Agreement. Parent shall not amend, modify or waive any rights under the Parent Management Agreement or the Termination Agreement without the Company’s prior written consent. Notwithstanding anything herein to the contrary, in no event shall Parent pay the Parent Manager any amounts in excess of the amounts that are expressly required to be paid by Parent pursuant to the terms of the Termination Agreement.

1.lTreatment of New Management Agreement. On the date hereof, Parent and the Company Manager have entered into the New Management Agreement, which shall be effective as of the Effective Time. Parent has provided to the Company a true, correct and complete copy of the executed New Management Agreement. Parent shall not amend, modify or waive any rights under the New Management Agreement without the Company’s prior written consent.

1.mPublic Announcements. The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by the parties. From and after the date hereof, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective controlled Affiliates or Subsidiaries, nor the Parent Manager nor the Company Manager, shall issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), unless (a) such party determines, after consultation with outside counsel, that it is required by applicable Law or the rules of any stock exchange upon which such party’s capital stock is traded to issue or cause the publication of any press release or other announcement with respect to the Transactions, including the Merger or this Agreement, in which event such party shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the other party to review and comment upon such press release or other announcement and shall give due consideration to all reasonable additions, deletions or changes suggested thereto or (b) in the case of the Company or Parent, it deems it necessary or appropriate to issue or cause the publication of any press release or other announcement with respect to the Merger, this Agreement or the other Transactions in connection with or following a Company Change of Recommendation or a Parent Change of Recommendation; provided, however, each party and their respective controlled Affiliates may make statements that are not inconsistent with previous press releases,

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public disclosures or public statements made by Parent and the Company in compliance with thisSection 6.13.

1.nControl of Business. Without limiting in any way any party’s rights or obligations under this Agreement, nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the other party and their respective Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the parties shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

1.oTransfer Taxes. All Transfer Taxes incurred in connection with the Transactions shall be paid by the Company, whether levied on Parent or any other Person, and the Company shall cooperate with Merger Sub and Parent in preparing, executing and filing any Tax Returns with respect to such Transfer Taxes, including supplying in a timely manner a complete list of all real property interests held by the Company and any information with respect to such property that is reasonably necessary to complete such Tax Returns. The portion of the consideration to be received by holders of Company Class B Common Stock in connection with the Merger that is allocable to the real property of the Company and its subsidiaries shall be determined by Merger Sub in its reasonable discretion.

1.pNotification. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, (a) of any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Company or Parent, (b) of any Proceeding commenced or, to any party’s knowledge, threatened against, such party or any of its Affiliates or otherwise relating to, involving or affecting such party or any of its Affiliates, in each case, in connection with, arising from or otherwise relating to the Merger or any other Transaction (“Transaction Litigation”), and (c) upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the Subsidiaries of the Company or any of the Subsidiaries of Parent, respectively, which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or which would reasonably be expected to prevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 6.16 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any party. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII or give rise to any right to terminate this Agreement under Article VIII.

1.qSection 16 Matters. Prior to the Effective Time, Parent, Merger Sub and the Company shall take all such steps as may be reasonably necessary or advisable to cause any dispositions of equity securities of the Company (including derivative securities) and acquisitions of equity securities of Parent (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, or will become subject to such reporting requirements with respect to Parent, to be exempt under Rule 16b-3 under the Exchange Act.

1.rListing Application. Parent shall take all actions necessary to cause the Parent Class A Common Stock to be issued upon conversion of Parent Class B Common Stock to be

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issued in the Merger to be approved for listing on the NYSE prior to the Effective Time, subject to official notice of issuance.

1.sTax Matters.

i.The Company shall (i) use its reasonable best efforts to obtain or cause to be provided, the opinions of counsel described in Section 7.2(d) and Section 7.3(g); (ii) deliver to Alston & Bird LLP and Skadden, Arps, Slate, Meagher & Flom LLP an officer’s certificate in a form to be mutually agreed upon by the Company and Parent prior to the Closing, dated as of the Closing Date and signed by an officer of the Company, which contains representations as shall be reasonably necessary or appropriate to enable (A) Alston & Bird LLP to render the opinion described in Section 7.3(g) and (B) Skadden, Arps, Slate, Meagher & Flom LLP to render the opinion described in Section 7.2(f), in each case, on the Closing Date (the “Company Tax Representation Letter”); and (iii) deliver to Alston & Bird LLP and Skadden, Arps, Slate, Meagher & Flom LLP an officer’s certificate, dated as of the Closing Date and signed by an officer of the Company, containing representations as shall be reasonably necessary or appropriate to enable (A) Alston & Bird LLP to render the opinion described in Section 7.2(d) and (B) Skadden, Arps, Slate, Meagher & Flom LLP to render the opinion described in Section 7.3(d), in each case, on the Closing Date.

ii.Parent and Merger Sub shall (i) use their reasonable best efforts to obtain or cause to be provided, the opinions of counsel described in Section 7.2(f) and Section 7.3(d); (ii) deliver to Alston & Bird LLP and Skadden, Arps, Slate, Meagher & Flom LLP an officer’s certificate in a form to be mutually agreed upon by the Company and Parent prior to the Closing, dated as of the Closing Date and signed by an officer of Parent, which contains representations as shall be reasonably necessary or appropriate to enable (A) Alston & Bird LLP to render the opinion described in Section 7.3(g) and (B) Skadden, Arps, Slate, Meagher & Flom LLP to render the opinion described in Section 7.2(f), in each case, on the Closing Date (the “Parent Tax Representation Letter”); and (iii) deliver to Alston & Bird LLP and Skadden, Arps, Slate, Meagher & Flom LLP an officer’s certificate, dated as of the Closing Date and signed by an officer of Parent, containing representations as shall be reasonably necessary or appropriate to enable Skadden, Arps, Slate, Meagher & Flom LLP to render the opinion described in Section 7.3(d) on the Closing Date.

iii.The Company shall cause to be prepared all federal and other material Tax Returns which the Company is required to file, if any, and shall file with the appropriate taxing authorities all such returns in a manner required for the Company to be in compliance with any law governing the timely filing of such returns.

1.tAdditional Dividends.

i.Prior to the Effective Time, the Company shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividend shall be three (3) Business Days before the payment date. The per share dividend amount payable by the Company pursuant to this Section 6.20(a) shall be an amount equal to (i) the Company’s then-most recent monthly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar month in which such dividend is declared, plus (ii) an additional amount (the “Company Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The Company and Parent shall cooperate in good faith to determine whether it is necessary to authorize and declare a Company Additional Dividend Amount and the amount (if any) of the Company Additional Dividend Amount.

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ii.Prior to the Effective Time, Parent shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividend shall be three (3) Business Days before the payment date. The per share dividend amount payable by Parent pursuant to this Section 6.20(b) shall be an amount equal to (i) Parent’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) an additional amount (the “Parent Additional Dividend Amount”) equal to the quotient obtained by dividing the Company Additional Dividend Amount (if any) by the Exchange Ratio.

1.uTakeover Laws. The parties shall use their respective reasonable best efforts (a) to take all action necessary so that no Takeover Law is or becomes applicable to the Merger or any of the other Transactions and (b) if any such Takeover Law is or becomes applicable to any of the foregoing, to take all action necessary so that the Merger and the other Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to eliminate or minimize the effect of such Takeover Law on the Merger and the other Transactions.

1.vObligations of Merger Sub. Parent shall take all action necessary to cause Merger Sub and the Surviving Company to perform their respective obligations under this Agreement and to consummate the Merger and the other Transactions upon the terms and subject to the conditions set forth in this Agreement.

1.wParent Convertible Notes. Notwithstanding anything to contrary in this Agreement, prior to the Effective Time, Parent (i) shall take all such actions as may be required in accordance with, and subject to, the terms of the Parent Convertible Notes Indenture or under applicable Law and (ii) may take any actions as may be permitted or contemplated under the terms of the Parent Convertible Notes Indenture, in each case, including the giving of any notices that may be required in connection with the Transactions and settling any repurchase or conversion of the Parent Convertible Notes occurring prior to or as a result of or in connection with the Transactions and electing any Settlement Method under, and as defined in, the Parent Convertible Notes Indenture (including, for the avoidance of doubt, by not delivering a Settlement Notice (as defined in the Parent Convertible Notes Indenture) with respect to any Conversion Date (as defined in the Parent Convertible Notes Indenture)). For the avoidance of doubt, notwithstanding anything to contrary in this Agreement, Parent may settle any conversion of Parent Convertible Notes in cash, shares of the Parent Common Stock or any combination of cash and shares of Parent Common Stock, at Parent’s election. The Company shall, to the extent reasonably requested by Parent in connection with the Transactions and the consummation thereof, assist Parent in ensuring its compliance with requirements of the Parent Convertible Notes Indenture.

1.xDirector Resignations. Parent shall use its reasonable best efforts to cause to be delivered to the Company a letter of resignation in the form reasonably acceptable to the Company executed by each director of Parent in office immediately prior to the Effective Time (other than the Continuing Directors), such resignations to be effective as of the Effective Time, to the extent that such director has not previously delivered such resignation.

1.yEmployee Matters. Neither Parent nor the Surviving Company shall have any obligation to retain any current employee of Parent or its Subsidiaries following the Effective Time and any severance obligations payable to such employee solely as a result of the Transactions contemplated hereby shall be solely borne by Parent (“Parent Severance Payments”).

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1.zParent New Equity Incentive Plan. Prior to the effective date of the Joint Proxy Statement, the Parent Board shall adopt a new equity incentive plan (the “Parent New Equity Incentive Plan”) in the form attached hereto as Exhibit H. The effectiveness of the Parent New Equity Incentive Plan shall be subject to the approval of the Parent Stockholders and the occurrence of the Closing. Parent shall submit the Parent New Equity Incentive Plan for approval by the Parent Stockholders at the Parent Stockholders Meeting at which the Parent Stock Issuance and the Parent Charter Amendment is submitted to the Parent Stockholders for approval. Subject to the approval of the Parent New Equity Incentive Plan by the Parent Stockholders, following the Effective Time, Parent shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Parent Class A Common Stock issuable under the Parent New Equity Incentive Plan. For the avoidance of doubt, approval of the Parent New Equity Incentive Plan by the Parent Stockholders shall not be a condition to the consummation of the Transactions.

1.aaCorporate Name Change. Prior to the Closing, the Parent Board shall approve and submit for approval by the Parent Stockholders at the Parent Stockholders Meeting, an amendment to its certificate of incorporation changing the name of Parent effective as of the Effective Time in accordance with the DGCL to a name to be mutually agreed upon by Parent and the Company prior to the mailing of the Joint Proxy Statement (the “Name Change Amendment”), which Name Change Amendment shall not become effective unless approved by the Parent Stockholders and which will be subject to the occurrence of the Closing. For the avoidance of doubt, approval of the Name Change Amendment by the Parent Stockholders shall not be a condition to the consummation of the Transactions.

1.abCertain Financings. Prior to the Closing, Parent shall use commercially reasonable efforts to cause a Specified Financing Resolution or aSpecified Financing Repurchase to take place with respect to the financings described on Section 6.28(a) of the Parent Disclosure Letter (the “Specified Financing”).Nothing in this Agreement shall prevent Parent or its Subsidiaries from selling assets to accomplish a Specified Financing Resolution or aSpecified Financing Repurchase, provided that if Parent or its Subsidiaries sells assets to accomplish a Specified Financing Resolution or aSpecified Financing Repurchase then such sales must be made in accordance with the terms set forth in Section 6.28(b) of the Parent Disclosure Letter.

7.

CONDITIONS PRECEDENT

1.aConditions to Each Party’s Obligation to Consummate the Merger. The respective obligation of each party to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived jointly by the parties, in whole or in part, to the extent permitted by applicable Law:

i.Stockholder Approvals. The Company Stockholder Approval shall have been obtained in accordance with applicable Law and the Organizational Documents of the Company. The Parent Stockholder Approval shall have been obtained in accordance with applicable Law, the rules and regulations of the NYSE and the Organizational Documents of Parent.

ii.No Injunctions or Restraints. No Governmental Entity having jurisdiction over any party shall have issued any order, decree, ruling, injunction or other action that is in effect (whether temporary, preliminary or permanent) restraining, enjoining or otherwise prohibiting the consummation of the Merger and no Law (or interpretation thereof by a Governmental Entity) shall have been adopted that makes consummation of the Merger illegal or otherwise prohibited.

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iii.Registration Statement. The Registration Statement shall have been declared effective by the SEC under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and remain in effect.

iv.Parent Charter Amendment. The Parent Charter Amendment shall have been filed with the Delaware Secretary of State and become effective.

1.bAdditional Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

i.Representations and Warranties of the Company. (i) The representations and warranties of the Company set forth in Section 4.2(a) (Capital Structure), Section 4.3(a) (Authority) and Section 4.6(a) (Company Material Adverse Effect) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct in all material respects only as of such date), and (ii) all other representations and warranties of the Company set forth in Article IV of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Company Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

ii.Performance of Obligations of the Company. The Company shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by it under this Agreement on or prior to the Effective Time.

iii.Compliance Certificate. Parent shall have received a certificate of the Company signed by the chief executive officer of the Company, dated the Closing Date, confirming that the conditions in Sections 7.2(a) and (b) have been satisfied.

iv.REIT Opinion. Parent shall have received a written opinion of Alston & Bird LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to Parent, to the effect that, commencing with the Company’s taxable year ended December 31, 2016, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled the Company to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in an officer’s certificate executed by the Company, provided that Parent is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

v.Absence of Company Material Adverse Effect. Except as disclosed in Schedule 7.2(e) of the Company Disclosure Letter, since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, that is continuing.

vi.Reorganization Opinion. Parent and Merger Sub shall have received the written opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, dated as of the Closing Date and in substantially the same form as Exhibit D, to the effect that, on the basis of facts,

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representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Skadden, Arps, Slate, Meagher & Flom LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.2(f) shall not be waivable after receipt of the Parent Stockholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

1.cAdditional Conditions to Obligations of the Company. The obligation of the Company to consummate the Merger is subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any or all of which may be waived exclusively by the Company, in whole or in part, to the extent permitted by applicable Law:

i.Representations and Warranties of Parent and Merger Sub. (i) The representations and warranties of Parent and Merger Sub set forth in Section 5.2(a) (Capital Structure), Section 5.3(a) (Authority) and Section 5.6(a) (Parent Material Adverse Effect) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date (except that representations and warranties that speak as of a specified date shall have been true and correct in all material respects only as of such date), and (ii) all other representations and warranties of Parent and Merger Sub set forth in Article V of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date (except that representations and warranties that speak as of specified date shall have been true and correct only as of such date), except where the failure of such representations and warranties to be so true and correct (without regard to qualification or exceptions contained therein as to “materiality” or “Parent Material Adverse Effect”) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

ii.Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub each shall have performed, or complied with, in all material respects all agreements and covenants required to be performed or complied with by them under this Agreement at or prior to the Effective Time.

iii.Compliance Certificate. The Company shall have received a certificate of Parent signed by an executive officer of Parent, dated the Closing Date, confirming that the conditions in Sections 7.3(a) and (b) have been satisfied.

iv.REIT Opinion. The Company shall have received a written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated as of the Closing Date and in form and substance reasonably satisfactory to the Company, to the effect that, commencing with Parent’s taxable year ended December 31, 2012, Parent has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and its actual method of operation has enabled Parent to meet, through the Effective Time, the requirements for qualification and taxation as a REIT under the Code, and that its past, current and intended future organization and operations will permit Parent to continue to qualify for taxation as a REIT under the Code for its taxable year which includes the Effective Time and thereafter. Such opinion will be subject to customary exceptions, assumptions and qualifications and based on customary representations contained in officer’s certificates executed by Parent, provided that the Company is given a reasonable opportunity to review such representations and finds them reasonably acceptable.

v.Listing; Classification. The shares of Parent Class A Common Stock to be issued upon conversion of the shares of Parent Class B Common Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.

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vi.Absence of Parent Material Adverse Effect. Except as disclosed in Schedule 7.3(f) of the Parent Disclosure Letter, since the date of this Agreement, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have a Parent Material Adverse Effect, that is continuing.

vii.Reorganization Opinion. The Company shall have received the written opinion of its counsel, Alston & Bird LLP, dated as of the Closing Date and in substantially the same form as Exhibit E, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, (i) the Merger will qualify as a reorganization under, and with the meaning of, Section 368(a) of the Code, and (ii) the Company, Parent and Merger Sub will each be a party to that reorganization with the meaning of Section 368(b) of the Code. In rendering such opinion, Alston & Bird LLP may rely upon the Parent Tax Representation Letter and the Company Tax Representation Letter. The condition set forth in this Section 7.3(g) shall not be waivable after receipt of the Company Stockholder Approval, unless further shareholder approval is obtained with appropriate disclosure.

viii.Board Resignations; Board Designees. Each of the current members of the Parent Board shall have resigned effective as of the Effective Time except for the Continuing Directors. Each of the Company Director Designees shall have been appointed to the Parent Board effective as of the Effective Time.

ix.Certain Financings. A Specified Financing Resolution or a Specified Financing Repurchase shall have occurred, provided that if Parent or its Subsidiaries sells assets to accomplish a Specified Financing Resolution or a Specified Financing Repurchase then such sales must be made in accordance with the terms set forth in Section 6.28(b) of the Parent Disclosure Letter.

1.dFrustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Merger or for terminating this Agreement, on the failure of any condition set forth in Section 7.1, 7.2, or 7.3, as the case may be, to be satisfied if such failure was caused by such party’s breach in any material respect of any provision of this Agreement.

8.

TERMINATION

1.aTermination. This Agreement may be terminated and the Merger and the other Transactions contemplated hereby may be abandoned at any time prior to the Effective Time, whether (except as expressly set forth below) before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained:

i.by mutual written consent of the Company and Parent;

ii.by either the Company or Parent:

1.if any Governmental Entity of competent jurisdiction shall have issued a final and nonappealable order, decree, ruling or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, or if there shall have been adopted prior to the Effective Time any Law that permanently makes the consummation of the Merger illegal or otherwise permanently prohibited;

2.if the Merger shall not have been consummated on or before 5:00 p.m. New York, New York time, on March 21, 2024 (such date being the “End Date”);

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provided, however, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party whose breach of any representation, warranty, covenant or agreement contained in this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date;

3. in the event of a breach by the other party of any covenant or other agreement contained in this Agreement or if any representation and warranty of the other party contained in this Agreement fails to be true and correct which (x) would give rise to the failure of a condition set forth in Section 7.2(a) or (b) or Section 7.3(a) or (b), as applicable, if it were continuing as of the Closing Date and (y) cannot be or has not been cured (or is incapable of becoming true or does not become true) by the earlier of (1) the End Date and (2) the date that is thirty (30) days (five (5) Business Days in the case of any breach of Sections 6.5 or 6.6) after the giving of written notice to the breaching party of such breach or failure to be true and correct and the basis for such notice (a “Terminable Breach”); provided, however, that the terminating party is not then in Terminable Breach of any representation, warranty, covenant or other agreement contained in this Agreement;

4.if the Company Stockholder Approval shall not have been obtained upon a vote held at a duly held Company Stockholders Meeting; or

5.if the Parent Stockholder Approval shall not have been obtained upon a vote held at a duly held Parent Stockholders Meeting;

iii.By Parent, prior to the time the Company Stockholder Approval is obtained, if the Company Board thereof shall have effected a Company Change of Recommendation whether or not pursuant to and in accordance with Section 6.3(c)(iii) or Section 6.3(d);

iv.By the Company, prior to the time the Parent Stockholder Approval is obtained, if the Parent Board thereof shall have effected a Parent Change of Recommendation whether or not pursuant to and in accordance with Section 6.4(d)(iii) or Section 6.4(e);

v.By Parent, prior to the receipt of the Parent Stockholder Approval, if the Parent has complied in all material respects with Section 6.4 in respect of such Parent Superior Proposal and the Parent Board determines to terminate this Agreement in accordance with Section 6.4(d)(iii) in connection with a Parent Superior Proposal and the Parent Board has approved, and concurrently with the termination hereunder, Parent enters into, a definitive agreement providing for the implementation of such Parent Superior Proposal; provided, however, that such termination shall not be effective unless Parent concurrently therewith pays or causes to be paid the Parent Termination Fee in accordance with Section 8.3(e).

vi.By the Company, prior to the receipt of the Company Stockholder Approval, if the Company has complied in all material respects with Section 6.3 in respect of such Company Superior Proposal and the Company Board determines to terminate this Agreement in accordance with Section 6.3(c)(iii) in connection with a Company Superior Proposal and the Company Board has approved, and concurrently with the termination hereunder, the Company enters into, a definitive agreement providing for the implementation of such Company Superior Proposal; provided, however, that such termination shall not be effective unless the Company concurrently therewith pays or causes to be paid the Company Termination Fee in accordance with Section 8.3(d).

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1.bNotice of Termination; Effect of Termination.

i.A terminating party shall provide written notice of termination to the other party specifying with particularity the reason for such termination, and any termination shall be effective immediately upon delivery of such written notice to the other party.

ii.In the event of termination of this Agreement by any party as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of any party except with respect to this Section 8.2, Section 6.7(b), Section 8.3 and Articles I and IX, which sections and articles shall not terminate; provided, however, that notwithstanding anything to the contrary herein, no such termination shall relieve any party from liability for any damages for a Willful and Material Breach of any covenant, agreement or obligation hereunder or intentional fraud, or as provided in the Confidentiality Agreement, in which case the aggrieved party shall be entitled to all rights and remedies available at law or in equity.

1.cExpenses and Other Payments.

i.Except as otherwise provided in this Section 8.3, each party shall pay its own expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Transactions, whether or not the Merger shall be consummated.

ii.If the Company terminates this Agreement pursuant to Section 8.1(d) (Parent Change of Recommendation), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds (to an account designated by the Company) no later than two (2) Business Days after notice of termination of this Agreement.

iii.If Parent terminates this Agreement pursuant to Section 8.1(c) (Company Change of Recommendation), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds (to an account designated by the Company) no later than two (2) Business Days after notice of termination of this Agreement.

iv.If the Company terminates this Agreement pursuant to Section 8.1(f) (Company Superior Proposal), then the Company shall pay Parent the Company Termination Fee in cash by wire transfer of immediately available funds (to an account designated by Parent) no later than two (2) Business Days after notice of termination of this Agreement.

v.If Parent terminates this Agreement pursuant to Section 8.1(e) (Parent Superior Proposal), then Parent shall pay the Company the Parent Termination Fee in cash by wire transfer of immediately available funds (to an account designated by the Company) no later than two (2) Business Days after notice of termination of this Agreement.

vi.If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(ii) (End Date) (and the Parent Stockholder Approval has been obtained but the Company Stockholder Approval has not been obtained) or (B) Parent terminates this Agreement pursuant to Section 8.1(b)(iii) (Company Terminable Breach), (ii) on or before the date of any such termination a Company Competing Proposal shall have been publicly announced or publicly disclosed or otherwise publicly communicated to the Company Board and not withdrawn prior to such date, and (iii) within nine (9) months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal (which is ultimately consummated) or consummates any Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee. For purposes of this Section 8.3(f), any reference in the definition of Company Competing Proposal to “20%” or “80%” shall be deemed to be a reference to “50%.”

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vii.If (i) (A) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(ii) (End Date) (and the Company Stockholder Approval has been obtained but the Parent Stockholder Approval has not been obtained) or (B) the Company terminates this Agreement pursuant to Section 8.1(b)(iii) (Parent Terminable Breach), (ii) on or before the date of any such termination a Parent Competing Proposal shall have been publicly announced or publicly disclosed or otherwise publicly communicated to the Parent Board and not withdrawn prior to such date, and (iii) within nine (9) months after the date of such termination, Parent or any Subsidiary of Parent enters into a definitive agreement with respect to any Parent Competing Proposal (which is ultimately consummated) or consummates any Parent Competing Proposal, then Parent shall pay the Company the Parent Termination Fee. For purposes of this Section 8.3(g), any reference in the definition of Parent Competing Proposal to “20%” or “80%” shall be deemed to be a reference to “50%.”

viii.If (i) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(iv) (Failure to Obtain Company Stockholder Approval), (ii) on or before the date of the Company Stockholders Meeting a Company Competing Proposal shall have been publicly announced or publicly disclosed and not withdrawn prior to such date, and (iii) within nine (9) months after the date of such termination, the Company or any Subsidiary of the Company enters into a definitive agreement with respect to any Company Competing Proposal (which is ultimately consummated) or consummates any Company Competing Proposal, then the Company shall pay Parent the Company Termination Fee. For purposes of this Section 8.3(h), any reference in the definition of Company Competing Proposal to “20%” or “80%” shall be deemed to be a reference to “50%.”

ix.If (i) Parent or the Company terminates this Agreement pursuant to Section 8.1(b)(v) (Failure to Obtain Parent Stockholder Approval), (ii) on or before the date of the Parent Stockholders Meeting a Parent Competing Proposal shall have been publicly announced or publicly disclosed and not withdrawn prior to such date, and (iii) within nine (9) months after the date of such termination, Parent or any Subsidiary of Parent enters into a definitive agreement with respect to any Parent Competing Proposal (which is ultimately consummated) or consummates any Parent Competing Proposal, then Parent shall pay the Company the Parent Termination Fee. For purposes of this Section 8.3(i), any reference in the definition of Parent Competing Proposal to “20%” or “80%” shall be deemed to be a reference to “50%.”

x.In no event shall Parent be entitled to receive more than one payment of a Company Termination Fee. In no event shall the Company be entitled to receive more than one payment of a Parent Termination Fee. The parties agree that the agreements contained in this Section 8.3 are an integral part of the Transactions, and that, without these agreements, the parties would not enter into this Agreement. If a party fails promptly to pay the amount due by it pursuant to this Section 8.3, interest shall accrue on such amount from the date such payment was required to be paid pursuant to the terms of this Agreement until the date of payment at the Prime rate of interest of Citibank, N.A. If, in order to obtain such payment, the other party commences a Proceeding that results in judgment for such party for such amount, the defaulting party shall pay the other party its out-of-pocket costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Proceeding. The parties agree that the monetary remedies set forth in this Section 8.3 and the specific performance remedies set forth in Section 9.11 shall be the sole and exclusive remedies of (i) the Company and its Subsidiaries against Parent and Merger Sub and any of their respective former, current or future general or limited partners, stockholders, managers, members, Representatives or Affiliates for any loss suffered as a result of the failure of the Merger to be consummated except in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only Parent shall be liable for damages for such intentional fraud or Willful and Material Breach), and upon payment of such amount, none of Parent or Merger Sub or any of their respective former, current or future general or limited partners, stockholders, managers,

49

members, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of Parent in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation; and (ii) Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, managers, members, Representatives or Affiliates for any loss suffered as a result of the failure of the Merger to be consummated except in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation (in which case only the Company shall be liable for damages for such intentional fraud or Willful and Material Breach), and upon payment of such amount, none of the Company and its Subsidiaries or any of their respective former, current or future general or limited partners, stockholders, managers, members, Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions, except for the liability of the Company in the case of intentional fraud or a Willful and Material Breach of any covenant, agreement or obligation.

9.

GENERAL PROVISIONS

1.aSchedule Definitions. All capitalized terms in the Company Disclosure Letter and the Parent Disclosure Letter shall have the meanings ascribed to them herein (including in Annex A) except as otherwise defined therein.

1.bSurvival. Except as otherwise provided in this Agreement, none of the representations, warranties, agreements and covenants contained in this Agreement will survive the Closing; provided, however, the agreements of the parties in Articles I, II, III and IX, and Section 6.9 will survive the Closing. The Confidentiality Agreement shall (i) survive termination of this Agreement in accordance with its terms and (ii) terminate as of the Effective Time.

1.cNotices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered in person; (b) if transmitted by electronic mail (“e-mail”) (but only if confirmation of receipt of such e-mail is requested and received); or (c) if transmitted by national overnight courier, in each case as addressed as follows:

1.if to the Company, to:

Terra Property Trust, Inc.
205 West 28th Street, 12th Floor
New York, New York 10001
Attention: Vikram Uppal
E-mail: vik@mavikcapital.com

with a required copy to (which copy shall not constitute notice):

Alston & Bird LLP
90 Park Avenue
New York, New York 10016
Attention:     Michael J. Kessler
Justin R. Howard
E-mail:        michael.kessler@alston.com
justin.howard@alston.com

2.if to Parent or Merger Sub, to:

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Western Asset Mortgage Capital Corporation
385 East Colorado Boulevard
Pasadena, California 91101
Attention:     Bonnie Wongtrakool
Robert Lehman
E-mail:     Bonnie.Wongtrakool@westernasset.com
Robert.Lehman@westernasset.com

with a required copy to (which copy shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Attention:     David J. Goldschmidt, Esq.
Thomas W. Greenberg, Esq.
E-mail:        david.goldschmidt@skadden.com
thomas.greenberg@skadden.com

1.dRules of Construction.

i.Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted it is of no application and is hereby expressly waived.

ii.The inclusion of any information in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed an admission or acknowledgment, in and of itself and solely by virtue of the inclusion of such information in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, that such information is required to be listed in the Company Disclosure Letter or Parent Disclosure Letter, as applicable, that such items are material to the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be, or that such items have resulted in a Company Material Adverse Effect or a Parent Material Adverse Effect. The headings, if any, of the individual sections of each of the Parent Disclosure Letter and Company Disclosure Letter are inserted for convenience only and shall not be deemed to constitute a part thereof or a part of this Agreement. The Company Disclosure Letter and Parent Disclosure Letter are arranged in sections corresponding to the Sections of this Agreement merely for convenience, and the disclosure of an item in one Section of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, as an exception to a particular representation or warranty shall be deemed adequately disclosed as an exception with respect to all other representations or warranties to the extent that the relevance of such item to such representations or warranties is reasonably apparent from such item, notwithstanding the presence or absence of an appropriate Section of the Company Disclosure Letter or Parent Disclosure Letter with respect to such other representations or warranties or an appropriate cross reference thereto.

iii.The specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Company Disclosure Letter or Parent Disclosure Letter is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the

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parties to determine whether any obligation, item or matter (whether or not described herein or included in any schedule) is or is not material for purposes of this Agreement.

iv.All references in this Agreement to Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Annexes, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of such Articles, Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. Unless the context otherwise requires, all references to a specific time shall refer to New York, New York time.

v.In this Agreement, except as the context may otherwise require, references to: (i) any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (ii) any Governmental Entity include any successor to that Governmental Entity; (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any section of any applicable Law or other law include any successor to such section; and (iv) “days” mean calendar days.

1.eCounterparts. This Agreement may be executed in two or more counterparts, including via facsimile or email in “portable document format” (“.pdf”) form transmission, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in pdf format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

1.fEntire Agreement; Third Party Beneficiaries.

i.This Agreement (together with the Confidentiality Agreement, the other Transaction Agreements and any other documents and instruments executed pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

ii.Except for the provisions of Article III (including, for the avoidance of doubt, the rights of the former holders of Company Class B Common Stock to receive the Merger Consideration) and Sections 2.6 and 6.9 (which from and after the Effective Time are intended for the benefit of, and shall be enforceable by, the Persons referred to therein and by their respective heirs and representatives), nothing in this Agreement, express or implied, is intended

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to or shall confer upon any Person other than the parties any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

1.gGoverning Law; Venue; Waiver of Jury Trial.

i.THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

ii.THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY FEDERAL COURT WITHIN THE STATE OF DELAWARE (AND ANY APPELLATE COURT THEREFROM)) (COLLECTIVELY, THE “CHOSEN COURTS”) IN ANY ACTION OR PROCEEDING THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT OR IN RESPECT OF THE TRANSACTIONS, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THE CHOSEN COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH CHOSEN COURTS.

iii.EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.7.

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1.hSeverability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Merger is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Merger is fulfilled to the extent possible.

1.iAssignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section 9.9 shall be void.

1.jAffiliate Liability.

i.Each of the following is herein referred to as a “Company Affiliate”: (A) any direct or indirect holder of equity interests or securities in the Company (whether limited or general partners, members, stockholders or otherwise), and (B) any director, officer, employee, representative or agent of (i) the Company or (ii) any Person who controls the Company. To the fullest extent permitted by applicable Law, no Company Affiliate shall have any liability or obligation to Parent or Merger Sub of any nature whatsoever in connection with or under this Agreement or the Transactions, and Parent and Merger Sub hereby waive and release all claims of any such liability and obligation.

ii.Each of the following is herein referred to as a “Parent Affiliate”: (A) any direct or indirect holder of equity interests or securities in Parent (whether limited or general partners, members, stockholders or otherwise), and (B) any director, officer, employee, representative or agent of (i) Parent or (ii) any Person who controls Parent. To the fullest extent permitted by applicable Law, no Parent Affiliate shall have any liability or obligation to the Company of any nature whatsoever in connection with or under this Agreement or the Transactions, and the Company hereby waive and release all claims of any such liability and obligation.

1.kRemedies; Specific Performance.

i.Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

ii.The parties agree that irreparable damage, for which monetary damages would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached by the parties. Prior to the termination of this Agreement pursuant to Section 8.1, it is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, in each case in accordance with this Section 9.11, this being in addition to any other remedy to which they are entitled under the terms of this Agreement at law or in equity.

iii.This parties’ rights in this Section 9.11 are an integral part of the Transactions and each party accordingly agrees not to raise any objections to the availability of the equitable

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remedy of specific performance to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party under this Agreement all in accordance with the terms of this Section 9.11. Each party further agrees that no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. If prior to the End Date, any party hereto brings an action to enforce specifically the performance of the terms and provisions hereof by any other party, the End Date shall automatically be extended by such other time period established by the court presiding over such action.

1.lAmendment. This Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors at any time before or after adoption of this Agreement by the Company Stockholders or the Parent Stockholders, but, after any such adoption, no amendment shall be made which by law would require the further approval by such stockholders without first obtaining such further approval. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

1.mExtension; Waiver. At any time prior to the Effective Time, either the Company, on the one hand, and Parent and Merger Sub, on the other hand, may, to the extent legally allowed and except as otherwise set forth herein, (a) extend the time for the performance of any of the obligations or acts of the other party hereunder; (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions of the other party contained herein. Notwithstanding the foregoing, no failure or delay by the Company or Parent and Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. No agreement on the part of a party to any such extension or waiver shall be valid unless set forth in an instrument in writing signed on behalf of such party.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By: /s/ Elliott Neumayer    
    Name:    Elliott Neumayer
    Title: Chief Operating Officer

MAVERICK MERGER SUB, LLC

By: /s/ Elliott Neumayer    
    Name:    Elliott Neumayer
    Title: President, Secretary and Treasurer

SIGNATURE PAGE AGREEMENT AND PLAN OF MERGER

TERRA PROPERTY TRUST, INC.

By: /s/ Vikram S. Uppal    
    Name: Vikram S. Uppal
    Title:     Chief Executive Officer

SIGNATURE PAGE AGREEMENT AND PLAN OF MERGER

ANNEX A

Certain Definitions  

“Affiliate” means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person, through one or more intermediaries or otherwise.

“Agency RMBS” means residential mortgage-backed securities whose principal and interest payments are guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, or the Federal Home Loan Mortgage Corporation.

“B-1 Exchange Ratio” means one-third of the Exchange Ratio (rounded to the nearest one ten-thousandth).

“B-2 Exchange Ratio” means one-third of the Exchange Ratio (rounded to the nearest one ten-thousandth).

“B-3 Exchange Ratio” means the Exchange Ratio minus the sum of the B-1 Exchange Ratio and the B-2 Exchange Ratio.

“beneficial ownership,” including the correlative term “beneficially owning,” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

“Business Day” means a day that is not a Saturday or Sunday or other day on which banks in the State of New York are authorized or obligated to be closed.

“Calculation Principles” means the principles set forth on Exhibit F.

“Calculating Party” means (i) Company, with respect to the Company Adjusted Book Value Per Share, and (ii) Parent, with respect to the Parent Adjusted Book Value Per Share.

“Company Adjusted Book Value Per Share” means, as of the Determination Date, the quotient (rounded to the nearest one-thousandth of a cent) obtained by dividing (i) the sum of (x) the Company’s total consolidated common stockholders’ equity, minus (y) the adjustment items described in the Calculation Principles, minus (z) all Company Transaction Expenses (whether or not otherwise includible in common stockholders’ equity in accordance with GAAP, but excluding such Company Transaction Expenses that were accrued or paid prior to or as of the Determination Date, if any, to the extent such Company Transaction Expenses were taken into account in determining the Company’s total consolidated common stockholders’ equity), in each case as determined in accordance with (A) the Calculation Principles, (B) to the extent not inconsistent with clause (A), the principles, policies and methodologies used in the preparation of the Company’s 2022 annual audited financial statements and (C) to the extent not addressed in clauses (A) or (B), GAAP (and in the event of conflict, clause (A) shall take precedence over clauses (B) and (C), and clause (B) shall take precedence over clause (C), after giving pro forma effect to any Company Additional Dividend Amount and any other distributions on shares of Company Class B Common Stock that are declared or are anticipated to be declared for which the record date is or will be prior to the Effective Time, by (ii) the number of shares of Company Class B Common Stock issued and outstanding (including any shares of Company Class B Common Stock issuable upon conversion or exchange of any outstanding securities that are convertible into or exchangeable for shares of Company Class B Common Stock), such calculation of Company Adjusted Book Value Per Share being certified by the chief executive officer or chief financial officer of the Company. An example calculation of the Company

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Adjusted Book Value Per Share and the associated Proposed Book Value Schedule is set forth on Annex B.

“Company Capital Stock” means the Company Class A Common Stock, the Company Class B Common Stock and the Company Preferred Stock.

“Company Competing Proposal” means any proposal, inquiry, offer or indication of interest relating to any transaction or series of related transactions (other than transactions with Parent or any of its Subsidiaries) involving: (a) any acquisition or purchase by any Person or group, directly or indirectly, of more than 20% of any class of outstanding voting or equity securities of the Company, or any tender offer or exchange offer that, if consummated, would result in any Person or group beneficially owning more than 20% of any class of outstanding voting or equity securities of the Company; (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company and a Person or group pursuant to which the Company Stockholders immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction; or (c) any sale, lease, exchange, transfer or other disposition (other than in the ordinary course of business) to a Person or group of more than 20% of the consolidated assets of the Company and its Subsidiaries (measured by the fair market value thereof) or representing more than 20% of the net revenues or net income of the Company and its Subsidiaries.

“Company Class A Common Stock” means the Class A common stock of the Company, par value $0.01 per share.

“Company Class B Common Stock” means the Class B common stock of the Company, par value $0.01 per share.

“Company Intellectual Property” means the Intellectual Property used in the operation of the business of each of the Company and its Subsidiaries as presently conducted.

“Company Manager” means Terra REIT Advisors, LLC.

“Company Material Adverse Effect” means a Material Adverse Effect on Company.

“Company Stockholder Approval” means the approval of the Merger and the other Transactions by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Class B Common Stock entitled to vote on the Merger in accordance with the MGCL and the Organizational Documents of the Company.

“Company Superior Proposal” means a bona fide Company Competing Proposal (with references to 20% being deemed replaced with references to 50% and references to 80% being deemed to be replaced with references to 50%) by a third party, which the Company Board or any committee thereof determines in good faith after consultation with the Company’s outside legal and financial advisors and after taking into account relevant legal, financial, regulatory, estimated timing and likelihood of consummation and other aspects of such proposal and the Person or group making such proposal, would, if consummated in accordance with its terms, result in a transaction more favorable from a financial point of view to the Company Stockholders than the Transactions.

“Company Termination Fee” means a cash amount equal to $6,000,000.

“Company Transaction Expenses” means the cumulative fees and expenses incurred by Company and any of its Subsidiaries in connection with the Transactions, including (i) fees and

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expenses for services rendered to the Company for the Company’s financial and legal advisers, financial printer, transfer agent and virtual data room provider and (ii) all Transfer Taxes payable pursuant to Section 6.15; provided, however, the parties agree that the Company shall not pay or agree to pay to any third party service provider any amount that would be a Company Transaction Expense in excess of the amount that the Company is legally obligated to pay pursuant to any agreement in effect as of the date hereof.

“Consent” means any approval, consent, ratification, clearance, permission, waiver, or authorization.

“control” and its correlative terms, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“COVID-19” means SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.

“Determination Date” means the last day of the first month immediately preceding the month in which the conditions set forth in Article VII are reasonably expected to be satisfied (other than the conditions set forth in Section 7.1(a), Section 7.1(d) and those conditions that by their nature are to be satisfied or waived at the Closing), or such other date as may be mutually agreed by the parties in their respective sole discretions.

“DGCL” means the Delaware General Corporation Law.

“Employee Benefit Plan” of any Person means any “employee benefit plan” (within the meaning of Section 3(3) of ERISA, regardless of whether such plan is subject to ERISA), and any personnel policy (oral or written), equity option, restricted equity, equity purchase plan, equity compensation plan, phantom equity or appreciation rights plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation or holiday pay policy, retention or severance pay plan, policy or agreement, deferred compensation agreement or arrangement, change in control, hospitalization or other medical, dental, vision, accident, disability, life or other insurance, executive compensation or supplemental income arrangement, consulting agreement, employment agreement, and any other employee benefit plan, agreement, arrangement, program, practice, or understanding for any present or former director, employee or contractor of the Person.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, with respect to a Person, any Person, whether or not incorporated, that together with such Person is treated as a single employer for purposes of Code Section 414 or ERISA Section 4001(b).

“Exchange Ratio” means the quotient (rounded to the nearest one ten-thousandth) obtained by dividing (i) the Company Adjusted Book Value Per Share by (ii) the Parent Adjusted Book Value Per Share, in each case as determined in accordance with Section 3.1(c).

“Exchange Act” means the Securities Exchange Act of 1934.

“Governmental Entity” means any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

“group” has the meaning ascribed to such term in Section 13(d) of the Exchange Act.

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“Indebtedness” of any Person means, without duplication: (a) indebtedness of such Person for borrowed money; (b) obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) obligations of such Person to pay the deferred purchase or acquisition price for any property or services of such Person or as the deferred purchase price of a business or assets; (d) obligations in respect of repurchase agreements, “dollar roll” transactions and similar financing arrangements; (e) reimbursement obligations of such Person in respect of drawn letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (f) obligations of such Person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; and (g) indebtedness of others as described in clauses (a) through (f) above guaranteed by such Person; but Indebtedness does not include accounts payable to trade creditors, or accrued expenses arising in the ordinary course of business consistent with past practice, in each case, that are not yet due and payable, or are being disputed in good faith, and the endorsement of negotiable instruments for collection in the ordinary course of business.

“Intellectual Property” means any and all proprietary and intellectual property rights, under the applicable Law of any jurisdiction or rights under international treaties, both statutory and common law rights, including: (a) patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues thereof; (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and other identifiers of source, and registrations and applications for registrations thereof (including all goodwill associated with the foregoing); (c) copyrightable works and copyrights; and (d) trade secrets, know-how, and rights in confidential information, including designs, formulations, concepts, compilations of information, methods, techniques, procedures, and processes, whether or not patentable.

“Investment Company Act” means the Investment Company Act of 1940.

“knowledge” means the actual knowledge of (a) in the case of the Company, the individuals listed in Schedule 1.1(c) of the Company Disclosure Letter and (b) in the case of Parent, the individuals listed in Schedule 1.1(c) of the Parent Disclosure Letter.

“IRS” means the U.S. Internal Revenue Service.

“Law” means any law, rule, regulation, ordinance, code, judgment, order, treaty, governmental directive or other legally enforceable requirement, of any Governmental Entity, including common law.

“Leverage Ratio” means, as of any date of determination, the quotient obtained by dividing (a) the aggregate principal amount outstanding under the repurchase agreements, credit lines and to-be-announced dollar roll financings of the Parent and its Subsidiaries, as determined on a consolidated basis, plus the principal balance of the Parent Convertible Notes by (b) the Parent’s total consolidated common stockholder’s equity.

“Lien” means any lien, pledge, hypothecation, mortgage, deed of trust, security interest, conditional or installment sale agreement, encumbrance, option, right of first refusal, easement, right of way, encroachment, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), whether voluntarily incurred or arising by operation of Law.

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“Liquidity” means, as of any date of determination, cash and cash equivalents of Parent and its Subsidiaries, on a consolidated basis, plus the mark-to-market value of Parent’s and its Subsidiaries’ unpledged marketable assets.

“Material Adverse Effect” means, when used with respect to any Person, any fact, circumstance, occurrence, state of fact, effect, change, event or development (an “effect”) that, individually or in the aggregate, materially adversely affects (a) the condition (financial or otherwise), business, assets, properties or results of operations of such Person and its Subsidiaries, taken as a whole, or (b) the ability of such Person and its Subsidiaries to consummate the Transactions before the End Date; provided, however, that no effect (by itself or when aggregated or taken together with any and all other effects) resulting from, arising out of, attributable to, or related to any of the following shall be deemed to be or constitute a “Material Adverse Effect,” and no effect (by itself or when aggregated or taken together with any and all other such effects) directly or indirectly resulting from, arising out of, attributable to, or related to any of the following shall be taken into account when determining whether a “Material Adverse Effect” has occurred or may, would or could occur: (i) general economic conditions (or changes in such conditions) or conditions in the global economy generally; (ii) conditions (or changes in such conditions) in the securities markets (including the mortgage backed securities markets), credit markets, currency markets or other financial markets, including (A) changes in interest rates and changes in exchange rates for the currencies of any countries and (B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market; (iii) conditions (or changes in such conditions) in any industry or industries in which the Person operates (including changes in general market prices and regulatory changes affecting the industry); (iv) political conditions (or changes in such conditions) or acts of war, sabotage, terrorism, acts of God, epidemics, pandemics or disease outbreaks (including COVID-19 and any actions or events resulting therefrom) (including any escalation or general worsening of any such acts of war, sabotage, terrorism, acts of God, epidemics, pandemics or disease outbreaks (including COVID-19 or other actions or events resulting therefrom)); (v) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, other natural disasters or other weather conditions; (vi) changes in Law or other legal or regulatory conditions, or the interpretation thereof, or changes in GAAP or other accounting standards (or the interpretation thereof); (vii) except for purposes of Sections 4.3(b) and 5.3(b), the announcement of this Agreement or the pendency or consummation of the Transactions, (viii) any actions taken or failure to take action, in each case, at the request of another party to this Agreement; (ix) except for purposes of Sections 4.3(b) and 5.3(b), compliance with the terms of, or the taking of any action permitted or expressly required by, this Agreement; (x) any changes in such Person’s stock price, dividends or the trading volume of such Person’s stock, or any failure by such Person to meet any analysts’ estimates or expectations of such Person’s revenue, earnings or other financial performance or results of operations for any period, or any failure by such Person or any of its Subsidiaries to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that the facts or occurrences giving rise to or contributing to such changes or failures may constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect); (xi) any Transaction Litigation; except to the extent such effects resulting from, arising out of, attributable to or related to the matters described in the foregoing clauses (i) through (vi) disproportionately adversely affect such Person and its Subsidiaries, taken as a whole, as compared to other Persons that conduct business in the regions in the world and in the industries in which such Person and its Subsidiaries conduct business (in which case, the incremental adverse effects (if any) shall be taken into account when determining whether a “Material Adverse Effect” has occurred or may, would or could occur solely to the extent they are disproportionate).

“Maximum Leverage Ratio” means a Leverage Ratio no greater than 3.5x.

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“Minimum Distribution Dividend” means such amount, if any, with respect to any taxable year of the Company or Parent, as applicable, ending on or prior to the Closing Date, which is required to be paid by the Company or Parent prior to the Effective Time to (a) satisfy the distribution requirements set forth in Section 857(a) of the Code and (b) avoid, to the extent possible, the imposition of income tax under Section 857(b) of the Code and the imposition of excise tax under Section 4981 of the Code.

“Minimum Liquidity” means a minimum Liquidity of $10,000,000.

“NYSE” means the New York Stock Exchange.

“Organizational Documents” means (a) with respect to a corporation, the charter, articles, articles supplementary or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

“other party” means (a) when used with respect to the Company, Parent and Merger Sub and (b) when used with respect to Parent or Merger Sub, the Company.

“Parent Adjusted Book Value Per Share” means, as of the Determination Date, the quotient (rounded to the nearest one-thousandth of a cent) obtained by dividing (i) the sum of (x) the Parent’s total consolidated common stockholders’ equity, as adjusted to reflect the deconsolidation of consolidated variable interest entities and Parent’s interest in the securities owned, minus (y) the adjustment items described in the Calculation Principles, minus (z) all Parent Transaction Expenses (whether or not otherwise includible in common stockholders’ equity in accordance with GAAP, but excluding such Parent Transaction Expenses that were accrued or paid prior to or as of the Determination Date, if any, to the extent such Parent Transaction Expenses were taken into account in determining the Parent’s total consolidated common stockholders’ equity), in each case as determined in accordance with (A) the Calculation Principles, (B) to the extent not inconsistent with clause (A), the principles, policies and methodologies used in the preparation of Parent’s 2022 annual audited financial statements and (C) to the extent not addressed in clauses (A) or (B), GAAP (and in the event of conflict, clause (A) shall take precedence over clauses (B) and (C), and clause (B) shall take precedence over clause (C), after giving pro forma effect to any Parent Additional Dividend Amount and any other distributions on shares of Parent Common Stock that are declared or are anticipated to be declared for which the record date is or will be prior to the Effective Time, by (ii) the number of shares of Parent Common Stock issued and outstanding (including the shares issuable pursuant to outstanding Parent Equity Awards on a net-settled basis in respect of applicable withholding Taxes, if any, under Section 2.9), such calculation of Parent Adjusted Book Value Per Share being certified by the chief executive officer or chief financial officer of the Company. An example calculation of the Parent Adjusted Book Value Per Share and the associated Proposed Book Value Schedule is set forth on Annex D.

“Parent Capital Stock” means the Parent Common Stock and the Parent Preferred Stock.

“Parent Charter Amendment” means the certificate of amendment, in substantially the form attached as Exhibit C, to be filed by Parent with the Delaware Secretary of State pursuant to the DGCL.

“Parent Class A Common Stock” means the Class A common stock of Parent, $0.01 par value per share, to be designated pursuant to the Parent Charter Amendment.

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“Parent Class B Common Stock” means the Parent Class B-1 Common Stock, the Parent Class B-2 Common Stock and the Parent Class B-3 Common Stock.

“Parent Class B-1 Common Stock” means the Class B-1 common stock of Parent, $0.01 par value per share, to be designated pursuant to the Parent Charter Amendment.

“Parent Class B-2 Common Stock” means the Class B-2 common stock of Parent, $0.01 par value per share, to be designated pursuant to the Parent Charter Amendment.

“Parent Class B-3 Common Stock” means the Class B-3 common stock of Parent, $0.01 par value per share, to be designated pursuant to the Parent Charter Amendment.

“Parent Common Stock” means the common stock of Parent, par value $0.01 per share.

“Parent Competing Proposal” means any proposal, inquiry, offer or indication of interest relating to any transaction or series of related transactions (other than transactions with Company or any of its Subsidiaries) involving: (a) any acquisition or purchase by any Person or group, directly or indirectly, of more than 20% of any class of outstanding voting or equity securities of Parent, or any tender offer or exchange offer that, if consummated, would result in any Person or group beneficially owning more than 20% of any class of outstanding voting or equity securities of Parent; (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Parent and a Person or group pursuant to which Parent Stockholders immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction; or (c) any sale, lease, exchange, transfer or other disposition (other than in the ordinary course of business) to a Person or group of more than 20% of the consolidated assets of Parent and its Subsidiaries (measured by the fair market value thereof) or representing more than 20% of the net revenues or net income of Parent and its Subsidiaries.

“Parent Convertible Notes” means the $86.3 million aggregate principal amount of the Parent’s 6.75% Convertible Senior Notes due 2024, as governed by that certain Second Supplemental Indenture, dated as of September 14, 2021, between Parent and Wells Fargo Bank, National Association, as trustee (the “Parent Convertible Notes Indenture”).

“Parent Equity Plans” means the Western Asset Mortgage Capital Corporation Equity Plan, the Western Asset Mortgage Capital Corporation Manager Equity Plan, the Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan and the Western Asset Mortgage Capital Corporation 2022 Manager Omnibus Incentive Plan.

“Parent Intellectual Property” means the Intellectual Property used in the operation of the business of each of Parent and its Subsidiaries as presently conducted.

“Parent Management Agreement” means the Management Agreement by and among Parent and the Parent Manager dated as of May 9, 2012, as it may be amended.

“Parent Manager” means Western Asset Management Company, LLC.

“Parent Material Adverse Effect” means a Material Adverse Effect on Parent.

“Parent Stockholder Approval” means the approval of (i) the Parent Stock Issuance by the affirmative vote of the holders of a majority of the votes cast at the Parent Stockholders Meeting and (ii) the Parent Charter Amendment by the affirmative vote of the holders of a majority of the outstanding shares of the Parent Capital Stock entitled to vote thereon, in

7

accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent.

“Parent Superior Proposal” means a bona fide Parent Competing Proposal (with references to 20% being deemed replaced with references to 50% and references to 80% being deemed to be replaced with references to 50%) by a third party, which the Parent Board or any committee thereof determines in good faith after consultation with the Parent’s outside legal and financial advisors and after taking into account relevant legal, financial, regulatory, estimated timing and likelihood of consummation and other aspects of such proposal and the Person or group making such proposal, would, if consummated in accordance with its terms, result in a transaction more favorable from a financial point of view to the Parent Stockholders than the Transactions.

“Parent Termination Fee” means a cash amount equal to $3,000,000.

“Parent Transaction Expenses” means the cumulative fees and expenses incurred by Parent and any of its Subsidiaries in connection with the Transactions, including (i) fees and expenses for services rendered to Parent for Parent’s financial and legal advisers, financial printer, transfer agent, virtual data room provider and (ii) Parent Severance Payments; provided, however, the parties agree that Parent shall not pay or agree to pay to any third party service provider any amount that would be a Parent Transaction Expense in excess of the amount that Parent is legally obligated to pay pursuant to any agreement in effect as of the date hereof. For the avoidance of doubt, (i) the termination fee to be paid to the Parent Manager pursuant to the Termination Agreement and the Accrued Management Fee and the Unreimbursed Expenses, as defined in and pursuant to the Termination Agreement, (ii) all Transfer Taxes payable pursuant to Section 6.15 and (iii) the cost of the D&O Insurance, in each case, shall not be considered a Parent Transaction Expense and shall not reduce the Parent Adjusted Book Value Per Share.

“party” or “parties” means a party or the parties to this Agreement, except as the context may otherwise require.

“Permitted Liens” means any Liens (i) for Taxes or governmental assessments, charges or claims of payment not yet delinquent or that are being contested in good faith by appropriate proceedings, (ii) relating to any Indebtedness incurred in the ordinary course of business consistent with past practice; (iii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar Liens arising by operation of Law in the ordinary course of business for amounts not yet delinquent, (iv) which is not material in amount and would not reasonably be expected to materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries as currently conducted or materially impair the use, occupancy, value or marketability of the applicable property, (v) which is a statutory or common law Liens or encumbrance to secure landlords, lessors or renters under leases or rental agreements, and (vi) which is imposed on the underlying fee interest in real property subject to a company lease.

“Person” means any individual, corporation, partnership, limited partnership, limited liability company, group (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization (including any Governmental Entity or a political subdivision, agency or instrumentality of a Governmental Entity).

“Proceeding” means any actual or threatened claim (including a claim of a violation of applicable Law), action, audit, demand, suit, proceeding, investigation or other proceeding at law or in equity or order or ruling, in each case whether civil, criminal, administrative, investigative or otherwise and whether or not such claim, action, audit, demand, suit, proceeding, investigation

8

or other proceeding or order or ruling results in a formal civil or criminal litigation or regulatory action.

“Proposed Book Value Schedule” means a schedule setting forth in reasonable detail the good faith calculation of (i) the Company, with respect to the Company Adjusted Book Value Per Share, or (ii) Parent, with respect to the Parent Adjusted Book Value Per Share.

“Receiving Party” means, (i) the Company, with respect to the Parent Adjusted Book Value Per Share, and (ii) Parent, with respect to the Company Adjusted Book Value Per Share.

“Representatives” means, with respect to any Person, the officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives of such Person.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Specified Financing Repurchase” means the repurchase by Parent or its Subsidiaries pursuant to the terms of the Specified Financing of all or substantially all of the assets owned as of the date of this Agreement by the counterparties under the Specified Financing.

“Specified Financing Resolution” means, in each case, the Specified Financing being (a) refinanced with new Indebtedness with terms and conditions that (i) are substantially similar to the financing contemplated by the term sheet set forth on Section 1.1(d) of the Parent Disclosure Letter or (ii) include a term of at least six months and have other terms and conditions that are otherwise substantially similar to the Specified Financing being refinanced or (iii) are otherwise reasonably acceptable to the Company; (b) extended on substantially similar terms and conditions as the Specified Financing; or (c) repaid with proceeds from sales of assets of Parent or any of its Subsidiaries.

“Subsidiary” means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) at least 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled by the subject Person or by one or more of its respective Subsidiaries.

“Takeover Law” means any “fair price,” “moratorium,” “control share acquisition,” “business combination” or any other takeover or anti-takeover statute or similar statute enacted under applicable Law.

“Tax” or “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes, assessments, levies, duties, tariffs, imposts and other similar charges and fees imposed by any Governmental Entity, including, income, franchise, windfall or other profits, gross receipts, property, sales, use, net worth, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, occupation, environmental, disability, real property, personal property, registration, alternative or add-on minimum or estimated tax, including any interest, penalty, additions to tax or additional amounts imposed with respect thereto, whether disputed or not.

“Tax Returns” means any return, report, certificate, claim for refund, election, estimated tax filing or declaration filed or required to be filed with any Taxing Authority, including any schedule or attachment thereto, and including any amendments thereof.

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“Taxing Authority” means any Governmental Entity having jurisdiction in matters relating to Tax matters.

“Trading Day” means any day on which shares of Parent Common Stock are traded on the NYSE.

“Trading Hour” means 9:30 a.m. New York, New York time to 4:00 p.m. New York, New York time on any Trading Day.

“Transaction Agreements” means this Agreement and each other agreement to be executed and delivered in connection herewith and therewith.

“Transfer Taxes” means any stock transfer, real estate transfer, documentary, stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes); provided, for the avoidance of doubt, that Transfer Taxes shall not include any income, franchise or similar taxes arising from the Transactions.

“Treasury Regulations” means the income tax regulations, including any temporary regulations, from time to time promulgated under the Code.

“Voting Debt” of a Person means bonds, debentures, notes or other Indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of such Person may vote.

“Willful and Material Breach” shall mean a material breach that is a consequence of an act or failure to take an act by the breaching party with the knowledge that the taking of such act (or the failure to take such act) may constitute a breach of this Agreement.

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ANNEX B-1

COMPANY

AMENDED AND RESTATED CHARTER


[Intentionally Omitted]

B-1-1

ANNEX B-2

COMPANY
AMENDED AND RESTATED BYLAWS

[Intentionally Omitted]

B-2-1

ANNEX C

COMPANY ADJUSTED BOOK VALUE PER SHARE

[Intentionally Omitted]

C-1

ANNEX D

PARENT ADJUSTED BOOK VALUE PER SHARE

[Intentionally Omitted]

D-1

EXHIBIT A

TERMINATION AGREEMENT

[Intentionally Omitted]

Exhibit A-1

EXHIBIT B

NEW MANAGEMENT AGREEMENT

[Intentionally Omitted]

Exhibit B-1

EXHIBIT C

FORM OF PARENT CHARTER AMENDMENT

[Intentionally Omitted]

Exhibit C-1

Exhibit C-2

EXHIBIT D

FORM OF PARENT AND MERGER SUB REORGANIZATION OPINION

[Intentionally Omitted]

Exhibit D-1

EXHIBIT E

FORM OF COMPANY REORGANIZATION OPINION

[Intentionally Omitted]

Exhibit E-1

EXHIBIT F

CALCULATION PRINCIPLES

[Intentionally Omitted]

Exhibit F-1

EXHIBIT G

VOTING AGREEMENT

[Intentionally Omitted]

Exhibit G-1

EXHIBIT H

PARENT NEW EQUITY INCENTIVE PLAN

[Intentionally Omitted]

Exhibit H-1

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

MANAGEMENT AGREEMENT

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this“Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”),Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Manager”). The Company, TPT and the Manager are collectively referred to herein as the “Parties” and each as a “Party.”

RECITALS

WHEREAS, contemporaneously with the entry into of this Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Maverick Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and TPT, whereby Merger Sub will merge with and into TPT (the “Merger”), with TPT being the surviving company of the Merger;

WHEREAS, contemporaneously with the entry into of this Agreement, the Company and Western Asset Management Company, LLC, a California limited liability company (“Prior Manager”), entered into an amendment to that certain Management Agreement, dated as of May 9, 2012, as amended on August 3, 2016, by and between the Company and Prior Manager (as amended, the “Prior Management Agreement”), pursuant to which, among other things, the Prior Management Agreement will automatically terminate effective as of the closing of the Merger;

WHEREAS,in connection with the Merger Agreement and the Merger, the Company desires to retain the Manager to provide investment advisory services to it and its Subsidiaries on the terms and conditions hereinafter set forth, and the Manager wishes to be retained to provide such services, effective if and when the closing of the Merger occurs;

WHEREAS,in connection with the Merger Agreement and the Merger, the Parties desire to amend and restate in its entirety that certain Management Agreement, dated as of September 1, 2016, as amended on February 8, 2018, by and between TPT and the Manager (the “Existing TPT Management Agreement”), in accordance with the terms and conditions of this Agreement; and

WHEREAS, this Agreement will automatically become effective upon the closing of the Merger and will automatically terminate and be of no force or effect upon any termination of the Merger Agreement in accordance with its terms.

AGREEMENT

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1.        Definitions. The following terms have the following meanings assigned to them:

 “Affiliate” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person, including any partnership in which such Person is a general partner; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. For the avoidance of doubt, and without limitation, any direct or indirect subsidiary of Mavik Capital Management, LP will be deemed an Affiliate of the Manager.

“Agreement” has the meaning given to such term in the preamble to this Agreement.

“Assets” means the assets of the Company and the Subsidiaries.

“Bankruptcy” means, with respect to any Person, (i) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person's filing an answer consenting to or acquiescing in any such petition, (ii) the making by such Person of any assignment for the benefit of its creditors, (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period or (iv) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter in effect.

“Base Management Fee” means a base management fee calculated and paid (in cash) quarterly in arrears, equal to 1.50% per annum of the Stockholders’ Equity.

“Board of Directors” means the Board of Directors of the Company.

“Cause Event” means (i) the material breach of any provision of this Agreement by the Manager or its Affiliates that shall continue for a period of 30 days after delivery by the Company of written notice thereof to the Manager specifying such breach and requesting that the same be remedied in such 30-day period (or 45 days after delivery of written notice of such breach if the Manager takes diligent steps to cure such breach within 30 days of delivery of the written notice), (ii) any act of fraud or other criminal conduct, or gross negligence or breach of fiduciary duty by the Manager or its Affiliates in connection with this Agreement or the performance of their duties to the Company, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (iii) commencement of any proceeding relating to the Manager's Bankruptcy or insolvency, including an order for relief in an involuntary Bankruptcy case or the Manager authorizing or filing a voluntary Bankruptcy petition, (iv) the dissolution of the Manager, or (v) an Internalization Event.

“Class A Common Stock” means the Class A common stock, par value $0.01 per share, of the Company.

“Class B Common Stock” means the Class B common stock, par value $0.01 per share, of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means all classes of the Company’s common stock, par value $0.01 per share.

“Company” shall have the meaning given to such term in the preamble to this Agreement.

“Company Account” shall have the meaning set forth in Section 5 of this Agreement.

“Company Expenses” shall have the meaning set forth in Section 9(b) of this Agreement.

“Company Indemnified Party” shall have the meaning set forth in Section 10(c) of this Agreement.

“Distributable Earnings” means the net income (loss) of the Company, computed in accordance with GAAP, including realized gains and losses not otherwise included in GAAP net income (loss) and excluding (i) expenses incurred in connection with the Merger Agreement and transactions contemplated thereby, (ii) non-cash equity compensation expense, (iii) the Incentive Fee, (iv) depreciation and amortization, (v) any unrealized gains or losses or other non-cash items that are included in the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, (vi) one-time events resulting from changes in GAAP, (vii) to the extent deducted from net income (loss), distributions payable with respect to equity securities of Subsidiaries issued in exchange

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for properties or interests therein and (viii) certain other non-cash adjustments, after discussions between the Manager and the Independent Directors and as approved by a majority of the Independent Directors.

“Effective Date” means the Closing Date (as defined in the Merger Agreement).

“Effective Termination Date” shall have the meaning set forth in Section 12(a) of this Agreement.

“Effective Date Stock” shall have the meaning set forth in Section 8(c) of this Agreement.

“Excess Funds” shall have the meaning set forth in Section 2(j) of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing TPT Management Agreement” shall have the meaning given to such term in the recitals to this Agreement.

“GAAP” means generally accepted accounting principles, as applied in the United States.

“Governing Instruments” means the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

“Incentive Fee” shall have the meaning set forth in Section 8(c) of this Agreement

“Indemnitee” shall have the meaning set forth in Section 10(c) of this Agreement.

“Indemnitor” shall have the meaning set forth in Section 10(d) of this Agreement.

“Independent Directors” means the members of the Board of Directors who are not officers or employees of the Manager or its Affiliates and who are otherwise “independent” in accordance with the listing standards for independence of the New York Stock Exchange, the applicable rules of the SEC and any other standards established by the Company.

“Initial Term” shall have the meaning set forth in Section 12(a) of this Agreement.

“Internalization Event” means (i) the actual or effective termination of this Agreement in connection with a transaction that results in the Company acquiring or otherwise assuming control of the Manager or all or substantially all of its assets, or (ii) the actual or effective termination of this Agreement in connection with a transaction that results in the Company hiring substantially all of the management team of the Manager.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Guidelines” means the investment guidelines for the Company adopted by the Board of Directors, a copy of which are attached hereto as Exhibit A, as the same may be amended, restated, modified, supplemented or waived pursuant to the approval of a majority of the entire Board of Directors (which must include a majority of the Independent Directors).

“Liabilities” means the liabilities of the Company and the Subsidiaries.

“Manager” has the meaning given to such term in the preamble to this Agreement.

“Manager Employee Costs” shall have the meaning set forth in Section 9(a) of this Agreement.

“Manager Indemnified Party” shall have the meaning set forth in Section 10(b) of this Agreement.

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“Monitoring Services” shall have the meaning set forth in Section 2(b) of this Agreement.

“Net Asset Value” means the value of all of the Assets determined by the Manager as of the close of business on the day on which the Assets are being valued less all of the Company’s Liabilities. In each case, the Company’s net Assets will be determined on the accrual basis of accounting utilizing GAAP as a guideline.

“Notice of Proposal to Negotiate” shall have the meaning set forth in Section 12(a) of this Agreement.

“Offering Expenses” means all costs and expenses incurred by or on behalf of the Company in connection with any offer and sale of the securities of the Company up to two percent (2.0%) of the gross proceeds raised in any such offering, which expenses shall include the cumulative cost of actual legal, accounting, printing, and marketing expenses such as (i)salaries and direct expenses of employees and others while engaged in an offering, (ii) participation in due diligence, training seminars and education conferences, and (iii) general coordination of the marketing process.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Portfolio Management Services” shall have the meaning set forth in Section 2(b) of this Agreement.

“Prior Management Agreement” has the meaning given to such term in the recitals to this Agreement.

“Prior Manager” shall have the meaning given to such term in the recitals to this Agreement.

“REIT” means a “real estate investment trust,” as defined under the Code.

“Renewal Term” shall have the meaning set forth in Section 12(a) of this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Stockholders’ Equity” means the Net Asset Value of the Company as of and after giving effect to the closing of the Merger, adjusted as follows:

(i)         plus,  the sum of the net proceeds from any issuances of the Company’s capital stock following the closing of the Merger (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance),

(ii)         plus, the Company’s retained earnings at the end of the most recently completed fiscal quarter (as determined in accordance with GAAP, without taking into account any non-cash equity compensation expense incurred in current or prior periods),

(iii)        less, any amount that the Company pays for repurchases of its Common Stock following the closing of the Merger,

(iv)    less, any unrealized gains, losses or other items that do not affect realized net income (regardless of whether such items are included in other comprehensive income or loss, or in net income), 

(v)       less, any one-time events pursuant to changes in GAAP and certain non-cash items, in each case as approved by a majority of the Company's Independent Directors.

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“Subsidiary” means any subsidiary of the Company, including any partnership the general partner of which is the Company or any subsidiary of the Company, any limited liability company the managing member of which is the Company or any subsidiary of the Company, and any corporation or other entity of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly, by the Company or any subsidiary of the Company. Initially, the Subsidiaries shall be Merger Sub, WMC Residential Mortgage Sub-REIT I LLC, Western Asset Mortgage TRS LLC, WMC Residential Mortgage Holdings I LLC, Colorado Boulevard 10212883 LLC, WMC Residential Whole Loan I LLC, Revolving Mortgage Investment Trust 2015-1QR2, Revolving Mortgage Investment Trust 2017-BRQ1, Revolving Small Balance Commercial Trust 2018-1, WMC RETL, LLC, WMC REI, LLC, WMC CRE LLC, WMC CRE Mezzanine Loan Subsidiary LLC, Arroyo Mortgage Acquisition Company III LLC, Arroyo Mortgage Trust 2019-2, Arroyo Mortgage Trust 2020-1, Arroyo Mortgage Trust 2022-1, Arroyo Mortgage Trust 2022-2, Terra Ocean Ave, LLC, a New York limited liability company, Terra Ocean Ave, LLC, a Delaware limited liability company, Terra Driggs, LLC, Terra Orange Grove Pref, LLC, Terra Harlem Member, LLC, Terra 370 Lex LLC, Terra Mortgage Capital I, LLC, Terra Mortgage Portfolio I, LLC, Terra Lakeside Development, LLC, Terra LOC Portfolio I, LLC, Terra Walnut Development, LLC, Terra Rockland Pref, LLC, Terra Palm Springs, LLC, Terra University Park Mortgage, LLC, Terra 870SC, LLC, Terra Mortgage Capital II, LLC, Terra Mortgage Portfolio II, LLC, Terra Mortgage Capital III, LLC, Terra Mortgage Portfolio III, LLC, TPT Special Subsidiary, LLC, Terra Industrial, LLC, Asano Bankers Hill LLC, Mavik Asano LLC, Terra Astoria Pref, LLC, Terra Northlake LLC, Mavik Ann Street Prf II LLC, MCM Maxx, LLC andTerra Larkin Development LLC.

“Termination Fee” shall have the meaning set forth in Section 12(b) of this Agreement.

“Termination Notice” shall have the meaning set forth in Section 12(a) of this Agreement.

“TPT” shall have the meaning given to such term in the preamble to this Agreement.

“TPT Common Stock” means the Class A common stock, par value $0.01 per share, and Class B common stock, par value $0.01 per share, of TPT.

“Treasury Regulations” means the regulations promulgated under the Code as amended from time to time.

SECTION 2.    Appointment and Duties of the Manager.

(a)       Effective upon the Effective Date, the Company and each of the Subsidiaries hereby appoint the Manager to manage the Assets subject to the further terms and conditions set forth in this Agreement, and the Manager hereby accepts such appointment and agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

(b)          The Manager, in the performance of its duties hereunder, will at all times be subject to the supervision of the Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and the Subsidiaries and will perform (or cause to be performed) such services and activities relating to the Assets and operations of the Company and the Subsidiaries as may be appropriate, including, without limitation:

(i)          serving as the Company’s and the Subsidiaries’ advisor with respect to the establishment and periodic review of the Investment Guidelines and other parameters for the Company’s acquisitions of Assets, financing activities and operations;

(ii)         investigating, analyzing and selecting possible opportunities and acquiring, financing, retaining, selling, restructuring or disposing of Assets consistent with the Investment Guidelines; it being understood and agreed that the Manager shall have the authority to cause the

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Company and its Subsidiaries to enter into any such transactions and agreements consisting of guaranties, indemnities and/or other undertakings provided by the Company to third parties in connection with equity or debt investments held by direct or indirect Subsidiaries of the Company, without any separate action or authorization required by the Board of Directors;

(iii)        with respect to prospective acquisitions, purchases, sales or exchanges of Assets, conducting negotiations on behalf of the Company and the Subsidiaries with sellers, purchasers, brokers and other counterparties and, if applicable, their respective agents and representatives, and determining the structure and terms of such transactions;

(iv)        advising the Company on and negotiating and entering into, on behalf of the Company and the Subsidiaries, repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities), credit finance agreements, commercial papers, interest rate swap agreements and other hedging instruments and all other agreements and engagements required for the Company and the Subsidiaries to obtain financing and conduct their business;

(v)    engaging and supervising, on behalf of the Company and at the Company's expense, independent contractors, advisors, consultants, attorneys, accountants and other service providers (which may include Affiliates of the Manager, subject to the terms hereof) to provide investment banking, mortgage brokerage, securities brokerage, other financial services, due diligence services, underwriting review services, legal and accounting services, and all other services as may be required relating to the Assets and the Company’s operations;

(vi)    coordinating and managing operations of co-investment interests or joint venture held by the Company and the Subsidiaries and conducting all matters with the co-investment partners or joint venture;

(vii)    providing executive and administrative personnel, office space and office services required in rendering services to the Company and the Subsidiaries;

(viii)      administering the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the management of the Company and the Subsidiaries as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the payment of the debts and obligations of the Company and the Subsidiaries and maintenance of appropriate computer services to perform such administrative functions;

(ix)         communicating on behalf of the Company and the Subsidiaries with the holders of any of their equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

(x)    advising the Company in connection with policy decisions to be made by the Board of Directors;

(xi)    engaging one or more subadvisors with respect to the management of the Company, subject to the terms hereof;

(xii)    evaluating and recommending to the Board of Directors hedging strategies and engaging in hedging activities on behalf of the Company and the Subsidiaries, consistent with such strategies as so modified from time to time, the Company's qualification as a REIT and the Investment Guidelines;

(xiii)    counseling the Company regarding the maintenance of its qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder and using commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;

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(xiv)    counseling the Company and the Subsidiaries regarding the maintenance of their exclusion from the status of an investment company required to register under the Investment Company Act, monitoring compliance with the requirements for maintaining such exemptions and using commercially reasonable efforts to cause them to maintain such exemptions from such status;

(xv)    as frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, at the sole cost and expense of the Company and the Subsidiaries, prepare, or cause to be prepared, reports and other information with respect to any Asset;

(xvi)    prepare, at the sole cost and expense of the Company and the Subsidiaries, regular reports for the Board of Directors to enable the Board of Directors to review the Company's and the Subsidiaries' acquisitions, portfolio composition and characteristics, credit quality, performance and the Manager’s services and compliance with the Investment Guidelines and any other policies approved by the Board of Directors;

(xvii)    monitoring the operating performance of Assets and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results;

(xviii)    deploying and redeploying any moneys and securities of the Company and the Subsidiaries (including acquiring short-term Assets pending the acquisition of other Assets, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of the Company and the Subsidiaries) and advising the Company and the Subsidiaries as to their capital structure and capital raising;

(xix)    assisting the Company and the Subsidiaries in retaining qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting systems and procedures, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and to conduct quarterly compliance reviews with respect thereto;

(xx)    assisting the Company and the Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;

(xxi)    assisting the Company and the Subsidiaries in complying with all legal and regulatory requirements applicable to them in respect of their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under applicable law or by stock exchange requirements;

(xxii)    assisting the Company and the Subsidiaries in taking all necessary action to enable them to make required tax filings and reports, complying with any tax audits and assisting with any tax controversy, including soliciting stockholders for required information to the extent required by the provisions of the Code applicable to REITs;

(xxiii)    placing, or facilitating the placement of, all orders pursuant to the Manager's investment determinations for the Company and the Subsidiaries, either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer);

(xxiv)     handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) on the Company's and/or the Subsidiaries' behalf in which the Company and/or the Subsidiaries may be involved or to which they may be subject arising out of their day-to-day operations (other than with the Manager or its Affiliates), subject to such limitations or parameters as may be imposed from time to time by the Board of Directors;

(xxv)    using commercially reasonable efforts to cause expenses incurred by the Company and the Subsidiaries or on their behalf to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time;

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(xxvi)    arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the business of the Company and the Subsidiaries;

(xxvii)    performing such other services as may be required from time to time in connection with the management of the Assets and the Company’s operations as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and

(xxviii)    using commercially reasonable efforts to cause the Company to comply with all applicable laws and regulations.

Without limiting the foregoing, the Manager will perform portfolio management services (the “Portfolio Management Services”) on behalf of the Company and the Subsidiaries with respect to the Assets. Such services will include, but not be limited to, consulting with the Company and the Subsidiaries on the purchase and sale of, and other opportunities in connection with, the Company’s portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s assets, interest rates and general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and the Subsidiaries and banking, mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring Services”) on behalf of the Company and the Subsidiaries with respect to any loan servicing activities provided by third parties. Such Monitoring Services will include, but not be limited to, negotiating servicing agreements; acting as a liaison between the servicers of the assets and the Company and the Subsidiaries; review of servicers’ delinquency, foreclosure and other reports on assets; supervising claims filed under any insurance policies; and enforcing the obligation of any servicer to repurchase assets.

(c)          For the period and on the terms and conditions set forth in this Agreement, the Company and each of the Subsidiaries hereby constitutes, appoints and authorizes the Manager, without any further action or authorization required by the Board of Directors, as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into such agreements, instruments, documents and authorizations on their behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate. This power of attorney is deemed to be coupled with an interest.

(d)          The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such service providers as the Manager deems necessary or advisable in connection with the management and operations of the Company and the Subsidiaries, which may include Affiliates of the Manager; provided, however, that (i) any such services provided by Affiliates of the Manager shall be (A) on terms no more favorable to such Affiliate than would be obtained from a third party on an arm’s-length basis and (B) to the extent the same do not fall within the provisions of the Investment Guidelines, approved by a majority of the Independent Directors, (ii) with respect to Portfolio Management Services, (A) any such agreements shall be subject to the Company’s prior written approval and (B) the Manager shall remain liable for the performance of such Portfolio Management Services, and (iii) with respect to Monitoring Services, any such agreements shall be subject to the Company’s prior written approval.

(e)          To the extent that the Manager deems necessary or advisable, the Manager may, from time to time, retain one or more entities to provide sub-advisory services to the Manager in order to enable the Manager to provide the services to the Company and the Subsidiaries specified by this Agreement; provided, however, that any such sub-advisory agreement (i) shall be on terms and conditions substantially identical to the terms and conditions of this Agreement or otherwise not adverse to the Company and the Subsidiaries and (ii) shall be approved by a majority of the Independent Directors.

(f)    The Manager may retain, for and on behalf and at the sole cost and expense of the Company and the Subsidiaries, such services of asset monitors, servicers, accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, due diligence firms, underwriting review firms, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company and the

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Subsidiaries. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or Affiliates. Except as otherwise provided herein, the Company and the Subsidiaries shall pay or reimburse the Manager or its Affiliates performing such services for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis.

(g)    The Manager has no duty or obligation to seek in advance competitive bidding for the most favorable commission rate applicable to any particular purchase, sale or other transaction, or to select any broker-dealer on the basis of its purported or “posted” commission rate, but will endeavor to be aware of the current level of charges of eligible broker-dealers and to minimize the expense incurred for effecting purchases, sales and other transactions to the extent consistent with the interests and policies of the Company and the Subsidiaries. Although the Manager will generally seek competitive commission rates, it is not required to pay the lowest commission or commission equivalent; provided, thatsuch decision is made in good faith to promote the best interests of the Company and the Subsidiaries.

(h)    The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company and the Subsidiaries, all reports, financial or otherwise, with respect to the Company and the Subsidiaries reasonably required by the Board of Directors in order for the Company and the Subsidiaries to comply with their Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company's and the Subsidiaries' financial statements by a nationally recognized registered independent public accounting firm.

(i)The Manager shall provide, cause to be provided or assist in the provision of such internal audit, compliance and control services as may be required for the Company to comply with applicable law (including the Securities Act and Exchange Act), regulation (including SEC regulations) and the rules and requirements of the New York Stock Exchange and as otherwise reasonably requested by the Company or the Board of Directors from time to time.

(j)     Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional moneys is proven by the Company to have been required as a direct result of the Manager’s acts or omissions which result in the right of the Company and the Subsidiaries to terminate this Agreement pursuant to Section 14 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company and the Subsidiaries pursuant to Section 9(b) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company and the Subsidiaries to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company and the Subsidiaries under Section 12(a) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance.

(k)          In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other service providers) hired by the Manager at the Company's and the Subsidiaries' sole cost and expense.

SECTION 3.    Devotion of Time; Additional Activities.

(a)          From and after the Effective Date, the Manager and its Affiliates will provide the Company and the Subsidiaries with a management team, including a Chief Executive Officer, a Chief Financial Officer, and other appropriate support personnel, who shall devote such of their time to the management of the Company as they reasonably deem necessary and appropriate, commensurate with the level of activity of the Company from time to time. The Manager is not obligated to dedicate any of its employees exclusively to the Company or any Subsidiary.

(b)          Nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, directors, employees or personnel, from engaging in other businesses or from rendering services

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of any kind to any other Person, including, without limitation, sponsoring, investing in, or rendering advisory services to others investing in, any type of business (including, without limitation, acquisitions of assets that meet the principal objectives of the Company), whether or not the objectives or policies of any such other Person or entity are similar to those of the Company, and receiving fees or other compensation or profits from such activities, or (ii) in any way bind or restrict the Manager or any of its Affiliates, officers, directors, employees or personnel from buying, selling or trading any securities or assets for their own accounts or for the account of others for whom the Manager or any of its Affiliates, officers, directors, employees or personnel may be acting (except as prohibited by the Company’s insider trading policy or any compliance and governance policies and procedures under the Exchange Act, the Securities Act or the New York Stock Exchange). While information and recommendations supplied to the Company shall, in the Manager’s reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Manager or any Affiliate of the Manager to other Persons. When making decisions where a conflict of interest may arise, the Manager will endeavor to allocate acquisition and financing opportunities in a fair and equitable manner over time as between the Company and the Subsidiaries and the Manager's other funds and clients.

(c)          Managers, partners, officers, employees, personnel and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, personnel, agents, nominees or signatories for the Company and/or any Subsidiary, to the extent permitted by their Governing Instruments or by any resolutions duly adopted by the Board of Directors pursuant to the Company's Governing Instruments. When executing documents or otherwise acting in such capacities for the Company or the Subsidiaries, such Persons shall use their respective titles in the Company or the Subsidiaries.

SECTION 4.    Agency. The Manager shall act as agent of the Company and the Subsidiaries in making, acquiring, financing and disposing of Assets, disbursing and collecting the funds of the Company and the Subsidiaries, paying the debts and fulfilling the obligations of the Company and the Subsidiaries, supervising the performance of professionals engaged by or on behalf of the Company and the Subsidiaries and handling, prosecuting and settling any claims of or against the Company and the Subsidiaries, the Board of Directors, holders of the Company's securities or representatives or properties of the Company and the Subsidiaries.

SECTION 5.    Bank Accounts. At the direction of the Board of Directors, the Manager may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary (any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts, under such terms and conditions as the Board of Directors may approve. The Manager shall from time to time, upon request, render appropriate accountings of such collections and payments to the Board of Directors, the audit committee of the Board of Directors or to the independent auditors of the Company or any Subsidiary.

SECTION 6.    Records; Confidentiality. The Manager shall maintain, or cause to be maintained, appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by the Board of Directors and authorized agents and representatives of the Company or any Subsidiary at any time during normal business hours upon reasonable advance notice. The Manager shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement) to unaffiliated third parties except (i) with the prior written consent of the Board of Directors; (ii) to legal counsel, accountants and other professional advisors bound by a duty of confidentiality with respect to such information; (iii) to appraisers, financing sources and others in the ordinary course of the Company's business; (iv) to governmental officials having jurisdiction over the Company or any Subsidiary; (v) in connection with any governmental or regulatory filings of the Company or any Subsidiary or disclosure or presentations to Company investors; (vi) as required by law or legal process to which the Manager or any Person to whom disclosure is permitted hereunder is a party; or (vii) to the extent such information is otherwise publicly available. The foregoing shall not apply to information which has previously become publicly available through the actions of a Person other than the Manager not resulting from the

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Manager's violation of this Section 6. The provisions of this Section 6 shall survive the expiration or earlier termination of this Agreement for a period of one year.

SECTION 7.    Restrictions on Manager’s Activities.

(a)          The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the status of the Company as a REIT under the Code, (iii) would adversely and materially affect the Company's or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Company's Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule, regulation, listing standard or Governing Instruments. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates, nor any Person providing sub-advisory services to the Manager, shall be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders, members or partners, for any act or omission by the Manager or any of its Affiliates, except as provided in Section 10 of this Agreement.

(b)          The Board of Directors shall periodically review the Investment Guidelines and the Company's portfolio of Assets but will not review each proposed Asset, except as otherwise provided herein. The Manager shall be permitted to rely upon the direction of any authorized executive officer of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.

(c)          The Manager is not permitted to consummate on the Company’s behalf any transaction that involves any security structured or issued by an entity managed by the Manager or any Affiliate thereof, or the purchase or sale of any Asset from or to the Manager or its Affiliates or any entity managed by the Manager or its Affiliates unless (i) the transaction is made in accordance with the Investment Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors; and (iii) the transaction is made in accordance with applicable laws.

(d)          The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the Assets, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

SECTION 8.    Compensation.

(a)          During the Initial Term and any Renewal Term (each as defined below), the Company shall pay the Manager the Base Management Fee quarterly in arrears commencing with the quarter in which this Agreement was executed (with such initial payment pro-rated based on the number of days during such quarter that this Agreement was in effect).

(b)          The Manager shall compute each installment of the Base Management Fee within thirty (30) days after the end of the fiscal quarter with respect to which such installment is payable. A copy of the computations made by the Manager to calculate such installment shall thereafter, for informational purposes only (and not for purposes of approval), promptly be delivered to the Board of Directors and, upon such delivery, payment of such installment of the Base Management Fee shown therein shall be due and payable in cash no later than five business days after the date of delivery to the Board of Directors of such computations. The Base Management Fee is subject to adjustment pursuant to and in accordance with the provisions of Section 12(a) of this Agreement.

(c)        During the Initial Term and any Renewal Term, the Company shall pay the Manager a fee (the “Incentive Fee”), quarterly in arrears (for each quarter after the Effective Date or portion thereof for the first period after the Effective Date) in an amount (not less than zero) equal to the

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difference between (i) the product of (A) 20% and (B) the difference between (x) Distributable Earnings of the Company on a rolling four-quarter basis (or such lesser number of completed quarters, if applicable) before the Incentive Fee for the current quarter and (y) the product of (1) (x) the weighted average of the issue price per share of Common Stock in all offerings, multiplied by (y) the weighted average number of shares of Common Stock outstanding (including any restricted shares of Common Stock and any other shares of Common Stock underlying awards granted under the Company’s equity incentive plans) during the previous four quarters (or, if less than four quarters have elapsed since the Effective Date, during the period from the Effective Date to the end of the most recent quarter), and (2) 7% and (ii) the sum of any Incentive Fee paid to the Manager with respect to the first three calendar quarters of such previous four quarters (or, if less than four quarters have elapsed since the Effective Date, with respect to the applicable number of previous quarters).

For purposes of calculating the Incentive Fee prior to completion of a full quarter following the Effective Date, the Incentive Fee shall be prorated for such partial period. For purposes of calculating the Incentive Fee, the Effective Date Stock (as defined below) shall be deemed to be issued at the per share price equal to the net book value of the Company as of the Effective Date (after giving effect to the closing of the Merger), divided by all of the shares of Common Stock issued and outstanding as of Effective Date. “Effective Date Stock” means the shares of Class A Common Stock outstanding on the Effective Date and the shares of Class B Common Stock issued on the Effective Date in connection with the closing of the Merger pursuant to the Merger Agreement.

(d)    The Incentive Fee payable with respect to each quarter shall be payable in cash within five business days after delivery to the Company of a written statement from the Manager setting forth the computation of the Incentive Fee for such quarter. The Incentive Fee is subject to adjustment pursuant to and in accordance with the provisions of Section 12(a) of this Agreement.

(e)    The Manager shall have the right to elect to defer receipt of all or a portion of the fees to which it is otherwise entitled pursuant to this Section 8. Any deferred fee shall be deferred without interest and in the Manager’s discretion may be paid in any subsequent period prior to the occurrence of termination of this Agreement. Any of the fees payable to the Manager under this Agreement for any partial month, quarter or other applicable period shall be appropriately prorated.

SECTION 9.    Expenses

(a)    Manager Expenses. The Manager shall be responsible for, and, except as set forth below, shall receive no reimbursement from the Company with respect to, costs and expenses related to the Manager’s operations and personnel of the Manager or its Affiliates who provide management services to the Company pursuant to this Agreement, including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans and insurance with respect to such personnel (collectively, “Manager Employee Costs”); provided, however, that the Manager may use its own employees or employees of any Affiliate of the Manager to provide legal, accounting, asset management, tax, data processing, engineering, market research or other professional services to the Company and, in such event, the Company will reimburse the cost of performing such services. Such reimbursements may include Manager Employee Costs and related overhead expenses allocable thereto, as reasonably determined by the Manager based on the time expended by the employees who render such services, provided that no such reimbursement shall exceed the amount that would be payable by the Company if the services were provided in an arms-length transaction with an independent third party.

(b)    Company Expenses.The Company shall pay all costs and expenses relating to the Company's operations and investments, or, subject to Section 9(c), reimburse the Manager or its Affiliates for such costs and expenses to the extent incurred by the Manager and its Affiliates on behalf of the Company (excluding the expenses of the Manager set forth in Section 9(a)) (“Company Expenses”). Company Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following:

(i)        Offering Expenses;

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(ii)     expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;

(iii)        costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative, asset management and other similar services rendered for the Company and the Subsidiaries by providers retained by the Manager or, if provided by the Manager's personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis; such reimbursements may include Manager Employee Costs and related overhead expenses allocable thereto, as reasonably determined by the Manager based on the time expended by the employees who render such services, provided that no such reimbursement shall exceed the amount that would be payable by the Company if the services were provided in an arms-length transaction with an independent third party;

(iv)        the compensation and expenses of the Company's directors and the cost of liability insurance to indemnify the Company's directors and officers;

(v)        costs associated with the establishment and maintenance of any of the Company's repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities) or other indebtedness (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s organizational expenses and securities offerings;

(vi)         expenses connected with communications to holders of the Company's or any Subsidiary's securities and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company's stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company's annual report to its stockholders and proxy materials with respect to any meeting of the Company's stockholders;

(vii)        costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third party vendors that is used for the Company and the Subsidiaries;

(viii)       expenses incurred by managers, officers, personnel and agents of the Manager for travel on the Company’s behalf and other out-of-pocket expenses incurred by managers, officers, personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of an Asset or establishment and maintenance of any repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities) or any of the Company's or any of the Subsidiary's organizational expenses and securities offerings;

(ix)      costs and expenses incurred with respect to market information systems and publications, research publications, and materials and settlement, clearing and custodial fees and expenses;

(x)         compensation and expenses of the Company's custodian and transfer agent, if any;

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(xi)          the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;

(xii)         all taxes and license fees;

(xiii)        all insurance costs incurred in connection with the operation of the Company's business;

(xiv)       costs and expenses incurred in contracting with third parties, including Affiliates of the Manager, for the servicing and special servicing of the Assets;

(xv)      all other costs and expenses relating to the business operations of the Company and the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;

(xvi)       expenses relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained for the Company and the Subsidiaries or Assets separate from the office or offices of the Manager;

(xvii)      expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of holders of the Company's or any Subsidiary's securities, including, without limitation, in connection with any dividend reinvestment plan;

(xviii)     any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;

(xix)    expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(d) above; and

(xx)       all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.

Without limiting the foregoing, the Company shall reimburse the Manager for the allocable share of the compensation of investment, management and other personnel hired by the Manager or its Affiliates who are dedicated primarily to the Company. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.

In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated between the Manager and its Affiliates, on the one hand, and the Company, on the other hand, based on the relative aggregate funds under management (including the amount of any debt incurred or assumed to finance any Assets and related closing costs and expenses) of the Company as compared to other funds and clients of the Manager and its Affiliates. The Manager shall provide the Company with such written detail as the Company may reasonably request to support its determination of the Company’s share of such costs.

(c)    The Manager may, at its option, elect not to seek reimbursement for certain expenses, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.

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(d)    Within 30 days after the end of each month during the term of this Agreement, the Manager shall deliver to the Company a statement documenting the expenses incurred by the Manager on behalf of the Company during such month. Expenses set forth in such statements that are reimbursable to the Manager in accordance with this Section 9 shall be reimbursed by the Company to the Manager on the fifth business day immediately following the date of delivery of each such statement; provided, however, that such reimbursements may be offset by the Manager against amounts due from the Manager to the Company and the Subsidiaries.Cost and expense reimbursement to the Manager shall be subject to adjustment at the end of each fiscal year to the extent that there are any adjustments to the determination or allocation of costs as a result of the annual audit of the Company.

(e)    The provisions of this Section 9 shall survive the termination of this Agreement to the extent that reimbursable expenses have previously been incurred or are incurred in connection with such expiration or termination.

SECTION 10.    Limitation of Liability; Indemnification.

(a)          The Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(a) of this Agreement. The Manager and its Affiliates and their respective officers, directors, stockholders, members, managers, partners, employees and agents and any Person providing sub-advisory services to the Manager will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company's or any Subsidiary's stockholders, members or partners for any acts or omissions by any such Person (including, without limitation, trade errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process), pursuant to or in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Manager's duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction.

(b)    The Company shall, to the fullest extent permitted by applicable law, reimburse, indemnify and hold the Manager and its Affiliates and their respective officers, directors, stockholders, members, managers, partners, employees and agents and any Person providing sub-advisory services to the Manager, together with such Person's managers, officers, directors and personnel (each a “Manager Indemnified Party”), harmless from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys' fees) in respect of or arising from any acts or omissions of such Manager Indemnified Party made in good faith in the performance of the Manager's duties under this Agreement and not constituting such Manager Indemnified Party's bad faith, willful misconduct, gross negligence or reckless disregard of the Manager's duties under this Agreement.

(c)          The Manager shall, to the fullest extent permitted by applicable law, reimburse, indemnify and hold the Company and its Affiliates and their respective officers, directors, stockholders, members, managers, partners, employees and agents (each, a “Company Indemnified Party” and together with the Manager Indemnified Parties, the “Indemnitees”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys' fees) in respect of or arising from the Manager's bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement or any claims by the Manager's personnel relating to the terms and conditions of their employment by the Manager.

(d)          The Indemnitee will promptly notify the party against whom indemnity is claimed (the “Indemnitor”) of any claim for which it seeks indemnification; provided, however, thatthe failure to so notify the Indemnitor will not relieve the Indemnitor from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall have the right to assume the defense and settlement of such claim; provided, thatthe Indemnitor notifies the Indemnitee of its election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the claim. In such case, the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made without its prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor's counsel (which

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approval will not be unreasonably withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in which the Indemnitor may reasonably request and (iii) be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense.

SECTION 11.    No Joint Venture. Nothing in this Agreement shall be construed to make the Company and the Manager partners or joint venturers or impose any liability as such on either of them.

SECTION 12.    Term; Termination.

(a)    Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect from the Effective Date until the first December 31st following the third anniversary of the Effective Date (the “Initial Term”) and shall be automatically renewed for a one-year term each anniversary date thereafter (a “Renewal Term”), unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of Common Stock (other than those shares held by members of the Company's senior management team and Affiliates of the Manager) agree that (i) there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and the Subsidiaries or (ii) the compensation payable to the Manager hereunder is unfair; provided, thatthe Company shall not have the right to terminate this Agreement under clause (ii) above if the Manager agrees to continue to provide the services under this Agreement at a reduced fee that at least two-thirds of the Independent Directors determines to be fair pursuant to the procedure set forth below. If the Company elects not to renew this Agreement at the expiration of the Initial Term or any Renewal Term as set forth above, the Company shall deliver to the Manager prior written notice (the “Termination Notice”) of the Company's intention not to renew this Agreement based upon the terms set forth in this Section 12(a) not less than 180 days prior to the expiration of the then existing term. If the Company so elects not to renew this Agreement, the Company shall designate the date (the “Effective Termination Date”), not less than 180 days from the date of the Termination Notice, on which the Manager shall cease to provide services under this Agreement, and this Agreement shall terminate on such Effective Termination Date; provided, however, thatin the event that such Termination Notice is given in connection with a determination that the compensation payable to the Manager is unfair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than 45 days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the Independent Directors) and the Manager shall endeavor to negotiate in good faith the revised compensation payable to the Manager under this Agreement; provided thatthe Manager and at least two-thirds of the Independent Directors agree to the terms of the revised compensation to be payable to the Manager within 45 days following the receipt of the Notice of Proposal to Negotiate, the Termination Notice shall be deemed of no force and effect and this Agreement shall continue in full force and effect on the terms stated in this Agreement, except that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such 45-day period, this Agreement shall terminate, such termination to be effective on the date which is the later of (A) 10 days following the end of such 45-day period and (B) the Effective Termination Date originally set forth in the Termination Notice.

(b)          In recognition of the level of the upfront effort required by the Manager to structure and acquire the assets of the Company and the Subsidiaries and the commitment of resources by the Manager, subject to Section 14(a) of this Agreement, in the event that this Agreement is terminated in accordance with the provisions of Section 12(a) of this Agreement, the Company shall pay to the Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) in an amount equal to: (i) three times the average annual Base Management Fee earned by the Manager during the 24-month period immediately preceding the date of such termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of such termination; and (ii) three times the average annual amount of the Incentive Fee paid or payable to the Manager during the 24-month period immediately preceding the termination date, calculated as of the end of the most recently completed fiscal quarter before the termination date. The obligation of the Company to pay the Termination Fee shall survive the termination of this Agreement.

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(c)          No less than 180 days prior to the anniversary of the Effective Date of any year during the Initial Term or Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary of the Effective Date next following the delivery of such notice. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 12(c).

(d)          If this Agreement is terminated pursuant to Section 12(a) or Section 12(c), such termination shall be without any further liability or obligation of any Party to any other Party, except as provided in Sections 6, 9, 12(b), 14(b) and 15 of this Agreement, as applicable. In addition, Sections 10 and 21 of this Agreement shall survive termination of this Agreement.

(e)          Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall never become effective and shall automatically terminate and be of no force or effect upon any termination of the Merger Agreement in accordance with its terms, and such termination of this Agreement shall be without any further liability or obligation of any Party to any other Party, except as provided in the Merger Agreement.

SECTION 13.    Assignment.

(a)          Except as set forth in Section 13(b) of this Agreement, this Agreement shall terminate automatically, without payment of the Termination Fee, in the event of its assignment, in whole or in part, by the Manager, unless such assignment is consented to in writing by the Company with the approval of a majority of the Independent Directors. This Agreement shall not be assigned by the Company without the prior written consent of the Manager, except in the case of assignment by the Company to another REIT or other organization which is a successor (by merger, consolidation, purchase of assets, or similar transaction) to the Company, in which case such successor organization shall be bound under this Agreement and by the terms of such assignment in the same manner as the Company is bound under this Agreement.

(b)          Notwithstanding any other provision of this Agreement, the Manager may without the consent of the Company or the Independent Directors (1) assign this Agreement or subcontract and assign any or all of its responsibilities under this Agreement to any of its Affiliates, provided, however, that (i) any such services provided by Affiliates of the Manager shall be (y) on terms no more favorable to such Affiliate than would be obtained from a third party on an arm’s-length basis and (z) to the extent the same do not fall within the provisions of the Investment Guidelines, approved by a majority of the Independent Directors, (ii) with respect to Portfolio Management Services and Monitoring Services, any assignment or subcontract shall be subject to the Company’s prior written approval and (2) subcontract or assign any or all of its servicing and other responsibilities under Sections 2(c), 2(d) and 2(f) of this Agreement to non-Affiliates. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all actions or omissions of the assignee under any such assignment. In addition, provided that the Manager provides prior written notice to the Company for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

SECTION 14.      Termination for Cause.

(a)          The Company may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Board of Directors to the Manager, without payment of any Termination Fee, if there is a Cause Event; provided, that the Company shall pay consideration to compensate the Manager for an Internalization Event in an amount that the Company will negotiate with the Manager in good faith and which will require the approval of a majority of the Company's Independent Directors.  

(b)          The Manager may terminate this Agreement effective upon 60 days' prior written notice of termination to the Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and

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such default shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period. The Company is required to pay the Manager the Termination Fee if the termination of this Agreement is made pursuant to this Section 14(b).

(c)          The Manager may terminate this Agreement, without payment of any Termination Fee, in the event the Company becomes regulated as an "investment company" under the Investment Company Act, with such termination deemed to have occurred immediately prior to such event.

(d)     If any of the events specified in Section 14(a) of this Agreement shall occur, the Manager shall give prompt written notice thereof to the Board of Directors. If any of the events specified in Sections 14(b) and (c) of this Agreement shall occur, the Company shall give prompt written notice thereof to the Manager.

SECTION 15.      Action Upon Termination. From and after the effective date of termination of this Agreement, pursuant to Sections 12(a), 12(c) or 14 of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing to the date of termination and, if terminated pursuant to Section 12(a) or Section 14(b), the applicable Termination Fee. Upon such termination, the Manager shall forthwith:

(a)    after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to the Company or a Subsidiary all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(b)    deliver to the Board of Directors a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board of Directors with respect to the Company or a Subsidiary; and

(c)    deliver to the Board of Directors all property and documents of the Company or any Subsidiary then in the custody of the Manager.

SECTION 16.    Release of Money or Other Property Upon Written Request. The Manager agrees that any money or other property of the Company or any Subsidiary held by the Manager under this Agreement shall be held by the Manager as custodian for the Company or Subsidiary, and the Manager's records shall be appropriately marked clearly to reflect the ownership of such money or other property by the Company or such Subsidiary. Upon the receipt by the Manager of a written request signed by a duly authorized officer of the Company requesting the Manager to release to the Company or any Subsidiary any money or other property then held by the Manager for the account of the Company or any Subsidiary under this Agreement, the Manager shall release such money or other property to the Company or any Subsidiary within a reasonable period of time, but in no event later than 30 days following such request. The Manager shall not be liable to the Company, any Subsidiary, the Board of Directors, or the Company's or a Subsidiary's stockholders or partners for any acts performed or omissions to act by the Company or any Subsidiary in connection with the money or other property released to the Company or any Subsidiary in accordance with the second sentence of this Section 16. The Company and any Subsidiary shall indemnify the Manager and its officers, directors, personnel, managers, and officers and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, which arise in connection with the Manager’s release of such money or other property to the Company or any Subsidiary in accordance with the terms of this Section 16. Indemnification pursuant to this provision shall be in addition to any right of the Manager to indemnification under Section 10 of this Agreement.

SECTION 17.    Notices. Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given if delivered by hand, by courier or overnight carrier, by registered or certified mail or by electronic mail using the contact information set forth below:

(a) If to the Company:

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Prior to the Effective Date: The notice address of the Company as set forth in the Merger Agreement.

Following the Effective Date:

c/o Terra REIT Advisors, LLC
205 West 28th Street, 12th Floor

New York, New York 10001
Attention: Vikram Uppal
Email: vik@mavikcapital.com

(b) If to the Manager:

Terra REIT Advisors, LLC
205 West 28th Street, 12th Floor

New York, New York 10001
Attention: Vikram Uppal
Email: vik@mavikcapital.com

(c) If to TPT:

Terra Property Trust, Inc.

205 West 28th Street, 12th Floor

New York, New York 10001
Attention: Vikram Uppal
Email: vik@mavikcapital.com

Any Party may alter the address to which communications or copies are to be sent to such Party by giving notice of such change of address in conformity with the provisions of this Section 17 for the giving of notice.

SECTION 18.    Binding Nature of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

SECTION 19.    Entire Agreement. This Agreement contains the entire agreement and understanding among the Parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement, including, without limitation, the Existing TPT Management Agreement. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement.

SECTION 20.    Amendment. This Agreement may not be modified or amended other than by an agreement in writing signed by all of the Parties.

SECTION 21.    Governing Law; Exclusive Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in Borough of Manhattan, New York for purposes of any suit, action or other proceeding arising from this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or

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that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each of the Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 22.    No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any provision hereunder shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

SECTION 23.    Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed part of this Agreement.

SECTION 24.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the Parties reflected hereon as the signatories.

SECTION 25.    Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 26.    Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

SECTION 27.    Effectiveness of Agreement. Notwithstanding anything herein to the contrary, this Agreement and the obligations set forth herein shall become effective only upon closing of the Merger; provided that, pursuant to Section 12(e), this Agreement shall terminate automatically upon any termination of the Merger Agreement in accordance with its terms, and such termination of this Agreement shall be without any further liability or obligation of any Party to any other Party, except as provided in the Merger Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS THEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

COMPANY:

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By: /s/ Elliott Neumayer___________

Name: Elliott Neumayer

Title: Chief Operating Officer

MANAGER:    

TERRA REIT ADVISORS, LLC

By: Terra Capital Partners, LLC, its sole Member

By: Mavik Capital Management, LP, its sole Member

By: Mavik Capital Group, LP, its general partner By: Mavik Capital GP, LLC, its general partner

By: /s/ Vikram Uppal_____________

Name: Vikram Uppal

Title: Chief Executive Officer

TPT:

TERRA PROPERTY TRUST, INC.

By: /s/ Vikram Uppal___________

Name: Vikram Uppal

Title: Chief Executive Officer

[Signature Page to Amended and Restated Management Agreement]

Exhibit A

Investment Guidelines

1. No investment shall be made that would cause the Company to fail to qualify as a REIT under the Code.

2. No investment shall be made that would cause the Company or any of its Subsidiaries to be regulated as an investment company under the Investment Company Act.

3. The Company’s investments will be predominantly in commercial real estate credit investments, including mezzanine loans, first mortgage loans, subordinated mortgage loans and preferred equity investments and, to a lesser extent, in equity participations, other real estate-related investments, including loans in real estate special situations, such as rescue financings, bridge loans, restructurings and bankruptcies (including debtor-in-possession loans) and real estate properties.

4. Until appropriate investments are identified, the Manager may invest the proceeds of debt and equity securities offerings in interest-bearing, short-term investments, including money market accounts and/or funds that are consistent with the Company’s qualification as a REIT under the Code.

EX-10.2

Exhibit 10.2

AMENDMENT TO MANAGEMENT AGREEMENT

THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof, Terra Property Trust, Inc., a Maryland corporation (“TPT”). The Company, the Manager and TPT are each sometimes referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Prior Management Agreement or the Merger Agreement (each as defined below), as the case may be.

RECITALS

WHEREAS, the Company and the Manager are parties to that certain Management Agreement, dated as of May 9, 2012, as amended by that certain Amendment to the Management Agreement, dated as of August 3, 2016 (the “Prior Management Agreement”);

WHEREAS, contemporaneously with the entry into this Agreement, the Company has entered into that certain Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Maverick Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), and TPT, pursuant to which Merger Sub will merge with and into TPT (the “Merger”), with TPT being the surviving company of the Merger;

WHEREAS, contemporaneously with the entry into this Agreement, the Company, TPT and Terra REIT Advisors, LLC, a Delaware limited liability company and the current external manager to TPT (“TPT Manager”), have entered into an Amended and Restated Management Agreement (the “TPT Management Agreement”), which will amend and restate the current management agreement between TPT and TPT Manager, which will become effective as of the Effective Time;

WHEREAS, this Agreement will terminate automatically upon any termination of the Merger Agreement in accordance with its terms; and

WHEREAS, in connection with the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, the Parties desire, subject to the terms and conditions set forth herein, to, among other things, (i) terminate the Prior Management Agreement effective as of the Effective Time; and (ii) provide for certain additional obligations and agreements among the Parties.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Amendment and Termination of Management Agreement; Survival of Certain Provisions.

a.Notwithstanding anything to the contrary in the Prior Management Agreement, the Parties hereby acknowledge and agree that, except as specifically set forth herein, the Prior Management Agreement and all rights and obligations of the Company and the Manager thereunder shall be automatically terminated and of no further force or effect as of the

Effective Time (such termination, the “Termination,” which shall be deemed a Termination Without Cause (as defined in the Prior Management Agreement)), without any further notice or action by any of the Company or the Manager. Notwithstanding the foregoing:

i.The Manager shall be entitled to receive the quarterly Management Fee payable to the Manager pursuant to the terms and conditions of the Prior Management Agreement, prorated through the date of the Termination. Within 30 days following the Effective Time, the Manager will deliver to the Company a written statement setting forth in reasonable detail the Manager’s good faith computation, in accordance with the Prior Management Agreement and consistent with past practice, of any and all Management Fees accrued pursuant to Section 6 of the Prior Management Agreement and unpaid as of the Effective Time (the “Accrued Management Fee”); provided, however, that (A) the Accrued Management Fee for the quarter in which the Closing occurs shall be pro-rated based on the number of days in such quarter that have elapsed up to and including the day of the Effective Time compared to the total number of days in such quarter, and (B) for purposes of the computation of the Accrued Management Fee for the quarter in which the Closing occurs, Equity (as defined in the Prior Management Agreement) shall be determined as of the end of the month which occurred immediately prior to the Effective Time. Within five (5) Business Days following the Manager’s delivery of such written statement of the Accrued Management Fees pursuant to the preceding sentence, the Company will pay to the Manager the Accrued Management Fees.

ii.Within 30 days following the Effective Time, the Manager will deliver to the Company a written statement setting forth in reasonable detail a calculation of all unreimbursed expenses (A) incurred by the Manager or its Affiliates on behalf of the Company in the ordinary course of business and consistent with past practice prior to the Effective Time, which are reimbursable to the Manager or its Affiliates in accordance with the terms of Section 7 of the Prior Management Agreement, and (B) that have been incurred by the Manager in connection with the Termination, including, without limitation, third-party legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Company in connection with, or after public announcement of, the Merger Agreement, the Merger or other Transactions (which shall include any severance payments or similar costs or expenses incurred by the Manager) (collectively, the “Unreimbursed Expenses”). Within five (5) Business Days following the Manager’s delivery of such written statement of the Unreimbursed Expenses pursuant to the preceding sentence, the Company will pay to the Manager the Unreimbursed Expenses.

iii.Promptly following the Effective Time, the Manager shall take those actions required of the Manager pursuant to Section 13 of the Prior Management Agreement upon the terms and conditions set forth therein.

iv.The following provisions of the Prior Management Agreement shall survive the effective date of this Agreement and the Termination and shall continue to remain in full force and effect: Section 5 (Records; Confidentiality) (for a period of one (1) year following the Termination), Section 6 (Compensation), solely to the extent of any Accrued Management Fee, Section 7 (Expenses of the Company), solely to the extent of any Unreimbursed Expenses, Section 8 (Limits of the Manager’s Responsibility) and Section 13 (Action Upon Termination).

b.Prior to the Termination, (i) the Company and the Manager shall comply in all respects with all the terms and conditions of the Prior Management Agreement, (ii) the Company and the Manager shall not amend the Prior Management Agreement or this

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Agreement, in each case without the prior written consent of TPT, and (iii) except as specifically permitted or required by the Merger Agreement, as required by law, or as consented to in writing by TPT (which consent shall not be unreasonably withheld, delayed or conditioned), the Manager shall conduct its activities with respect to the Company and the Company’s subsidiaries, and its obligations pursuant to the Prior Management Agreement, in the ordinary course of business consistent with past practice in all material respects. Further, the Manager agrees to cooperate with the Company and TPT prior to the Closing and take all actions reasonably requested by the Company or TPT prior to the Closing in order to carry out and effect the Merger and the transactions contemplated by the Merger Agreement and this Agreement.

c.For the avoidance of doubt, neither the Company nor any of its Affiliates shall be subject to or limited in any way by the terms of Section 3(b) of the Prior Management Agreement.

2.Termination Payment.

a.In consideration for the Termination and the other promises, undertakings and releases of the Manager hereunder, the Company shall pay to the Manager the termination fee amount of $7,000,000 (the “Termination Payment”), payable in a lump sum cash payment as of the Effective Time, subject to the Manager’s compliance with the terms and conditions of the Prior Management Agreement and this Agreement. The Termination Payment shall be deemed to constitute, and shall in all respects satisfy all obligations with respect to, any “Termination Fee” (as defined by the Prior Management Agreement), whether payable in connection with the Termination or otherwise.

b.Notwithstanding anything to the contrary in the Prior Management Agreement, the Parties acknowledge and agree that the Termination Payment, any Accrued Management Fee, and any Unreimbursed Expenses payable hereunder shall be the entire amounts payable to the Manager or any of its Affiliates in connection with the Termination and thereafter under or in respect of the Prior Management Agreement or this Agreement unless the Merger Agreement is validly terminated pursuant to Section 8.1 of the Merger Agreement without the occurrence of the Effective Time (as defined in the Merger Agreement), and except with respect to those rights and obligations which, pursuant to Section 1 hereof, survive the Termination. For the avoidance of doubt, the Termination Payment, any Accrued Management Fee and any Unreimbursed Expenses payable hereunder to Manager shall not limit or affect the Manager’s rights to receive Merger Consideration pursuant to the Merger Agreement. For the further avoidance of doubt, prior to the Termination, the Manager shall only be entitled to receive payments from the Company that are consistent with past practice and pursuant to the terms of the Prior Management Agreement; provided that this Section 2(b) shall not be deemed to limit any bona fide claims the Manager may have (and any payments related thereto) pursuant to Section 6 (but only to the extent of any Accrued Management Fee to be paid after the Effective Time), Section 7 (but only to the extent of any Unreimbursed Expenses to be reimbursed after the Effective Time), Section 8 or Section 13 of the Prior Management Agreement.

3.Waiver of Notice Requirement. Each of the Company and the Manager hereby (i) agree that this Agreement constitutes all required notice required with respect to the Termination and the other transactions contemplated hereby pursuant to the terms of the Prior Management Agreement, and (ii) waives, whether exercisable now or at any time in the future, any and all rights to notice under the Prior Management Agreement, to the extent relating to the transactions contemplated by this Agreement or the Merger Agreement.

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4.Release.

a.Effective as of, and contingent upon, the Termination, each of the Company, the Manager, and its respective Affiliates hereby fully and unconditionally releases and forever discharges the other party and the Affiliates of the other party (including, as applicable, the Company’s Subsidiaries), and their respective administrators, executors, representatives, successors and assigns, from any and all actions, causes of action, suits, debts, accounts, covenants, liabilities, disputes, agreements, promises, damages, judgments, executions, claims, and demands whatsoever in law or in equity (“Claims”) that they ever had, now have, or that they or their administrators, executors, representatives, successors and assigns hereafter can or may have, arising under or pursuant to the Prior Management Agreement, except with respect to those rights and obligations under the Prior Management Agreement (as amended hereby) which, pursuant to Section 1 hereof, survive the Termination.

b.Each of the Company and the Manager agrees that it shall not make any assignment of any Claim or any right of any kind whatsoever embodied in any of the Claims released herein, and that no other person or entity of any kind shall have any interest in any of the Claims released herein.

5.Successors and Assigns; Third-Party Beneficiaries; Guarantee; Further Actions; Specific Performance; Representations and Warranties.

a.This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and assigns as provided in this Agreement. The Company and its Affiliates, successors and assigns shall be entitled to rely on this Agreement in connection with the consummation of the transactions contemplated by the Merger Agreement. TPT shall be an express third-party beneficiary of this Agreement (including applicable provisions of the Prior Management Agreement) and shall be entitled to enforce this Agreement.

b.Each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as any Party may reasonably request or as may be reasonably necessary or appropriate to effectuate, consummate and perform the terms, provisions, or conditions of this Agreement.

c.It is understood and agreed that money damages may not be an adequate remedy for any breach of this Agreement by any Party and that any non-breaching Party shall be entitled to seek equitable relief, including, without limitation, injunction and specific performance, as a remedy for any such actual or potential breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by a Party of this Agreement, but shall be in addition to all other remedies available at law or equity to any non-breaching Party.

d.Each of the Parties hereby represents and warrants to the other Parties that (i) such Party has the absolute and unrestricted right, power, and authority to (A) execute and deliver this Agreement, and (B) perform its obligations hereunder, and (ii) such Party has consulted with, or has been afforded the opportunity to consult with, counsel of its own choosing in connection with this Agreement and that it enters into this Agreement of its own free will and as its independent act.

6.Termination. In the event that the Merger Agreement is terminated prior to the Effective Time, this Agreement shall automatically terminate and be of no further effect (except as specifically set forth herein), the TPT Management Agreement shall not become effective, and the Prior Management Agreement shall continue in full force and effect.

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7.Survival. For the avoidance of doubt, the obligations of the Parties contained in this Agreement which by the terms thereof contemplate performance after the Effective Time and the Termination shall survive the Effective Time and the Termination.

8.Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future law or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

9.Entire Agreement; Amendment. The Prior Management Agreement and this Agreement constitute the entire understanding between the Parties with respect to the subject matter hereof and supersede all prior discussions between them relating thereto. Any amendment or modification to this Agreement shall be effective only if in writing and signed by each Party.

10.Publicity. During the period from the date hereof to the Effective Time, none of the Company, the Manager or their respective Affiliates or Subsidiaries shall issue or cause the publication of any press release or other announcement with respect to this Agreement without the prior consent of TPT (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company shall be allowed to disclose and file this Agreement in applicable filings with the U.S. Securities and Exchange Commission.

11.Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the interpretation of any provision of this Agreement.

12.Agreement Not to be Strictly Construed Against any Party. This Agreement shall be construed and interpreted as if each of the Parties drafted this Agreement concurrently. Any ambiguity or interpretation of this Agreement shall not be construed against any Party, and any such ambiguity or interpretation shall be determined as if each of the Parties drafted this Agreement concurrently.

13.Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile, pdf scan, or other form of electronic signature.

14.Governing Law. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof.

15.Jurisdiction; Venue; Jury Waiver. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any New York State Court sitting in the Borough of Manhattan in the City and State of New York for purposes of any suit, action or other proceeding based upon, arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by law, any

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objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each Party hereby consents to process being served in any suit, action or proceeding with respect to this Agreement by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to its respective address of which such Party shall have given written or electronic notice to the other Parties. EACH PARTY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE BASED UPON, ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

16.Payments. All payments to be made pursuant to Section 1 and Section 2 hereof shall be made by wire transfer, in immediately available funds, to an account designated by the Manager in writing at least three (3) Business Days prior to such payment.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By:    /s/ Elliott Neumayer    
    Name:    Elliott Neumayer
    Title:    Chief Operating Officer

WESTERN ASSET MANAGEMENT COMPANY, LLC

By:    /s/ Adam Wright    
    Name:    Adam Wright
    Title:    Managing Lead Counsel

Solely for purposes of Sections 1(b), 5 and 10 hereof:

                            TERRA PROPERTY TRUST, INC.

By:    /s/ Vikram S. Uppal    
    Name:    Vikram S. Uppal
    Title:    Chief Executive Officer

[Signature Page to Amendment to Management Agreement]

EX-99.1

Exhibit 99.1

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholders”, and each, a “Stockholder”).

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Maverick Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Terra Property Trust, Inc., a Maryland corporation (the “Company”), have entered into an Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), which provides for, among other things, (i) the merger of Merger Sub with and into the Company, with the Company surviving such merger (the “Merger”) and (ii) the issuance of shares of Parent Class B Common Stock, to the holders of Class B common stock of the Company, $0.01 par value per share (“Company Class B Common Stock”), pursuant to the Merger Agreement (the “Parent Stock Issuance”);

WHEREAS, as of the date of this Agreement, the Stockholders collectively own 19,487,460.54shares of Company Class B Common Stock; and

WHEREAS, as a condition and inducement to the willingness of Parent to enter into the Merger Agreement, the Stockholders have agreed to enter into this Agreement.

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

1.Certain Definitions. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as in effect as of the date hereof). For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(i)“Affiliate Agreements” shall mean, collectively, (i) the Amended and Restated Voting Agreement, dated as of March 2, 2020, by and among the Company, Terra Secured Income Fund 5, LLC, Terra JV, LLC and Terra REIT Advisors, LLC, (ii) the Stockholder Rights Agreement, dated March 2, 2020, between Terra JV, LLC and the Company, and (iii) the Voting Support Agreement, dated October 1, 2022, by and among the Company, Terra JV, LLC and Terra Offshore Funds REIT, LLC.

(ii)“Expiration Date” shall mean the earlier to occur of (i) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VIII thereof, (ii) the Effective Time, (iii) the termination of this Agreement by mutual written consent of the parties, (iv) the time that the Company Board has validly effected a Company Change of Recommendation in accordance with Section 6.3 of the Merger Agreement, or (v) the one year anniversary of the date hereof.

(iii)“Shares” shall mean, collectively, all shares of Company Class B Common Stock owned by the Stockholders that the Stockholders have the authority to vote on the record date for the meeting of the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval.

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(iv)“Transfer” shall mean, with respect to a Share, to (i) sell, pledge, encumber, exchange, assign, grant an option with respect to, transfer, tender or otherwise dispose of such Share or any interest in such Share (including by gift), (ii) enter into any contract providing for the sale of, pledge of, encumbrance of, exchange of, assignment of, grant of an option with respect to, transfer, tender of or other disposition of such Share or any interest therein (including by gift) or (iii) enter into, renew or maintain any put equivalent position (as defined in Rule 16a-1 under the Exchange Act) for the purpose of hedging economic exposure to such Share, excluding from this clause (iii) any put equivalent position entered into prior to the date of this Agreement; provided, however, Transfer shall not include any dividend or distribution consisting of the Shares made to the direct or indirect equity holders of the Stockholders after the Company Stockholder Approval has been obtained but prior to the Effective Time.

2.Transfer of Shares.

(i)Transfer Restrictions. From the date of this Agreement until the Expiration Date, neither Stockholder shall Transfer any of its Shares, except with Parent’s prior written consent. Any Transfer (or purported Transfer) in breach of this Agreement shall be null and void and of no force or effect. Notwithstanding the foregoing, each Stockholder may Transfer its Shares (which shall continue to be subject to all of the restrictions, liabilities and rights under this Agreement) to any of its Affiliates without Parent’s prior written consent; provided that the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) agrees in writing, reasonably satisfactory in form and substance to Parent, to be bound by the terms and conditions of this Agreement.

(ii)Involuntary Transfer. If any involuntary Transfer of any Shares shall occur, the transferee shall take and hold such Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement in accordance with its terms.

(iii)Transfer of Voting Rights. From the date hereof until the termination of this Agreement pursuant to Section 12, neither Stockholder shall (i) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent or execute any written consent in or with respect to any or all of its Shares, with any such proxy, power-of-attorney, authorization or consent purported to be granted being void ab initio, or (ii) deposit or permit the deposit of any of its Shares into a voting trust (collectively, “Encumbrances”) except for any such Encumbrances that may be imposed pursuant to this Agreement or any applicable restrictions on transfer under the Securities Act or any state securities law (“Permitted Encumbrances”).

(iv)Acquisition of Shares. In the event that either Stockholder acquires Shares (or any right or interest therein) after the execution of this Agreement, such Stockholder shall promptly deliver to Parent a written notice indicating the number of such Shares (or right or interest therein) acquired or received.

3.Agreement to Vote Shares; Support.

(i)From the date hereof until the termination of this Agreement pursuant to Section 12, at any meeting of the stockholders of the Company called with respect to the following matters or at which any of the following matters are acted upon, and at every adjournment or postponement thereof, each Stockholder shall, or shall cause the holder of record on any applicable record date to, vote all Shares that are then owned by such Stockholder and entitled to vote:

(1)in favor of the Company Stockholder Approval; and

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(2)against approval of any proposal made in opposition to, in competition with, or that would result in a breach of, the Merger Agreement or the Merger and against approval of any Company Competing Proposal.

(ii)Each Stockholder shall retain at all times its existing right to vote its Shares (or to direct how its Shares shall be voted) in its sole discretion and without any other limitation on any matters other than those set forth in Section 3(a)(i) or Section 3(a)(ii) that are from time to time presented for consideration to the Company’s stockholders generally, subject to the terms of this Agreement.

(iii)In the event that a meeting of the stockholders of the Company is held, each Stockholder shall, or shall cause the holder of record of its Shares on any applicable record date to, be present in person or by proxy at such meeting or otherwise cause its Shares to be counted as present thereat for purposes of establishing a quorum.

4.No Adverse Act. Each Stockholder agrees that, except as expressly provided or permitted by this Agreement, such Stockholder shall not, without the prior written consent of Parent in its sole discretion, (a) enter into any contract, option or other arrangement or understanding with respect to any of its Shares or any interest therein or (b) take or permit any other action that would materially (i) restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or the Company’s obligations under the Merger Agreement or (ii) otherwise materially restrict, limit or interfere with the performance of this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit the Stockholders from enforcing their rights under this Agreement.

5.Manager; Directors and Officers. Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall limit or restrict either Stockholder (or any Affiliate, Representative or designee of such Stockholder) (a) in its capacity as a manager of the Company or any of its Subsidiaries or Affiliates or (b) in any of their capacities as a director or officer of the Company or any of its Subsidiaries, from acting in such capacity or fulfilling the obligations of such office (including, for the avoidance of doubt, exercising his or her fiduciary duties), including by voting, in his or her capacity as a manager, director or officer of the Company or any of its Subsidiaries or Affiliates in such Stockholder’s (or its designee’s) sole discretion on any matter, including with respect to Section 6.3 of the Merger Agreement. In this regard, neither Stockholder shall be deemed to make any agreement or understanding in this Agreement in such Stockholder’s capacity as a manager, director or officer of the Company, including with respect to Section 6.3 of the Merger Agreement.

6.No Solicitation.

(i)From the date hereof until the termination of this Agreement pursuant to Section 12, each Stockholder shall comply with Section 6.3(a) of the Merger Agreement as though such Stockholder were a party thereto.

(ii)Notwithstanding Section 6(a) above, each Stockholder may, and may permit its Affiliates and its and their respective Representatives to, participate in discussions and negotiations with any Person making a Company Competing Proposal (or its Representatives) with respect to such Company Competing Proposal if the Company is engaging in discussions or negotiations with such Person in accordance with Section 6.3 of the Merger Agreement.

7.Representations and Warranties of each Stockholder. Each Stockholder hereby represents and warrants to Parent as follows:

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(i)Power; Binding Agreement. Each Stockholder has the requisite power and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder. Assuming this Agreement constitutes a valid and binding obligation of Parent, this Agreement constitutes a valid and binding obligation of each Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity.

(ii)No Finder’s Fees. Other than as disclosed pursuant to the Merger Agreement, no broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with this Agreement based upon arrangements made by or on behalf of each Stockholder in its capacity as a stockholder of the Company.

(iii)No Conflicts; Consents.The execution, delivery and performance of this Agreement by each Stockholder, and the consummation by each Stockholder of the transactions contemplated hereby, do not and will not (i) conflict with or violate any Law that is applicable to such Stockholder or by which any of its assets or properties is subject or bound or (ii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any contract to which each Stockholder is a party or by which its assets are bound. The execution, delivery and performance by each Stockholder of this Agreement, and the consummation by each Stockholder of the transactions contemplated hereby, require no action by or in respect of, or filing with, any Governmental Entity, except for filings under the Exchange Act.

(iv)Voting Power.Each Stockholder has, and will at the time of any meeting of the Company’s stockholders have, sole voting power, sole power of disposition, sole power to Transfer, sole power to issue instructions with respect to the matters set forth herein and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of such Stockholder’s Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.

8.Affiliate Agreements. Each Stockholder hereby agrees and consents to terminate, or cause the termination of, as applicable, the Affiliate Agreements, subject to the Closing and effective as of the Effective Time without any further liability or obligation to the Company, the Company’s Subsidiaries or Parent.

9.Disclosure. The Stockholders hereby permit Parent to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document required in connection with the Merger and any transactions contemplated by the Merger Agreement, each Stockholder’s identity and ownership of Shares and the nature of each Stockholder’s commitments, arrangements and understandings under this Agreement. Each Stockholder shall not, and shall cause its Affiliates not to, make any press release, public announcement or other public communication with respect to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, without the prior written consent of Parent (such consent not to be unreasonably withheld or delayed); providedthat such consent shall not be required for any disclosure required by applicable Law, including amending either Stockholder’s existing Schedule 13D relating to its Shares (provided that reasonable notice of any such disclosure will be provided to Parent as promptly as reasonably practicable).

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10.No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares. Except as provided in this Agreement, all rights, ownership and economic benefits relating to the Shares shall remain vested in and belong to such Stockholder. For the avoidance of doubt, each Stockholder shall be entitled to any dividends or other distributions declared by the Company Board with respect to its Shares having a record date prior to the Effective Time.

11.Further Assurances. Subject to the terms and conditions of this Agreement, upon request of Parent, each Stockholder shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such Stockholder’s obligations under this Agreement.

12.Termination. This Agreement, and all rights and obligations of the parties hereunder, shall terminate and shall have no further force or effect as of the Expiration Date; provided that nothing herein shall relieve any Stockholder of any Willful and Material Breach of its obligations hereunder that occurred prior to such termination. This Section 12 and Section 1, Section 5, and Section 13 (as applicable) shall survive any termination of this Agreement.

13.Miscellaneous.

(i)Binding Effect; Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section 13(a) shall be void.

(ii)Amendments; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder.

(iii)Specific Performance; Injunctive Relief. The parties hereto acknowledge that Parent shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of either Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

(iv)Notices. All notices, requests and other communications to any party under, or otherwise in connection with, this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered in person; (ii) if transmitted by electronic mail (“e-mail”); or (iii) if transmitted by national overnight courier, in each case as addressed as follows:

if to Parent:

Western Asset Mortgage Capital Corporation

385 East Colorado Boulevard

Pasadena, California 91101
Attention: Bonnie Wongtrakool

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Robert Lehman
E-mail: Bonnie.Wongtrakool@westernasset.com
Robert.Lehman@westernasset.com

with a required copy to (which copy shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Attention: David J. Goldschmidt, Esq.
Thomas W. Greenberg, Esq.
E-mail: david.goldschmidt@skadden.com
thomas.greenberg@skadden.com

If to the Stockholders:

Terra Offshore Funds REIT, LLC

205 West 28th Street, 12th Floor

New York, New York 10001

Attention: Vikram Uppal

Email: vik@mavikcapital.com

Terra JV, LLC

205 West 28th Street, 12th Floor
New York, New York 10001

Attention: Vikram Uppal

Email: vik@mavikcapital.com

with a required copy to (which copy shall not constitute notice):

Alston & Bird LLP
90 Park Avenue
New York, New York 10016
Attention: Michael J. Kessler
Justin R. Howard
E-mail: michael.kessler@alston.com
justin.howard@alston.com

(v)No Third Party Beneficiaries. This Agreement is not intended to confer and does not confer upon any Person other than the parties hereto any rights or remedies hereunder.

(vi)Governing Law; Venue; Waiver of Jury Trial.

(1)THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

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(2)THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY FEDERAL COURT WITHIN THE STATE OF DELAWARE (AND ANY APPELLATE COURT THEREFROM)) AND ANY APPELLATE COURTS THEREOF (COLLECTIVELY, THE “CHOSEN COURTS”) IN ANY PROCEEDING THAT ARISES IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IT IS NOT SUBJECT THERETO OR THAT SUCH PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THE CHOSEN COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH PROCEEDING SHALL BE HEARD AND DETERMINED EXCLUSIVELY BY SUCH COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH CHOSEN COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH PROCEEDING IN THE MANNER PROVIDED IN SECTION 13(d) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.

(3)EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (C) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 13(f).

(vii)Non-Survival of Representations, Warranties and Covenants. The representations, warranties and covenants of each Stockholder contained herein shall not survive the Expiration Date, other than those contained within the provisions that the parties have agreed will survive the termination of this Agreement pursuant to Section 12.

(viii)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the subject matter hereof, and supersedes all prior negotiations, agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

(ix)Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any applicable Law or as a matter of public policy, all other

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conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(x)Rules of Construction; Interpretation. All references in this Agreement to Sections, subsections and other subdivisions refer to the corresponding Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. The headings contained in this Agreement are for convenience only, do not constitute any part of such Sections, subsections or other subdivisions, and shall be disregarded in construing the language contained therein. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section,” “this subsection” and words of similar import, refer only to the Sections or subsections hereof in which such words occur. The word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise expressly requires. Unless the context otherwise requires, all defined terms contained herein shall include the singular and plural and the conjunctive and disjunctive forms of such defined terms. In this Agreement, except as the context may otherwise require, references to: (i) any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof and, if applicable, by the terms of this Agreement); (ii) any Governmental Entity includes any successor to that Governmental Entity; and (iii) any applicable Law refers to such applicable Law as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under such statute) and references to any section of any applicable Law or other law include any successor to such section. Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement and that it has executed the same with the advice of independent counsel. Each party and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged between the parties shall be deemed the work product of the parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted it is of no application and is hereby expressly waived.

(xi)Expenses. All fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees, costs and expenses.

(xii)Counterparts. This Agreement may be executed in two or more counterparts, including via facsimile or email in “portable document format” (“.pdf”) form transmission, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement.

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[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed and caused to be effective this Agreement as of the date first above written.

PARENT:

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By: /s/ Elliott Neumayer_____________________

Name: Elliott Neumayer

Title:    Chief Operating Officer

[Signature page to Voting Agreement]

STOCKHOLDER:

TERRA JV, LLC

By: /s/ Vikram S. Uppal_________________

Name: Vikram S. Uppal

Title: Chief Executive Officer    

[Signature page to Voting Agreement]

STOCKHOLDER:

TERRA OFFSHORE FUNDS REIT, LLC

By: Terra Offshore Funds REIT Manager, LLC, its Manager

By: /s/ Vikram S. Uppal_________________

Name: Vikram S. Uppal

Title: Chief Executive Officer    

[Signature page to Voting Agreement]

EX-99.2

Exhibit 99.2

June 27, 2023

Western Asset Mortgage Capital Corporation

385 East Colorado Boulevard

Pasadena, California 91101

Ladies and Gentlemen:

Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleased to offer the Commitment (as defined below) set forth in this letter agreement to Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”). This letter agreement is subject to the conditions set forth herein in anticipation of the completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), of even date herewith, by and among the Company, Maverick Merger Sub, LLC, a Maryland limited liability company, and TPT. Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement.

1.Commitment. Subject to the terms hereof, TCP hereby commits, following the consummation of the Merger, directly or through one or more of its affiliates, to use reasonable best efforts to purchase or cause a third party to purchase prior to the three month anniversary of the completion of the Merger (the “Termination Date”) shares of Parent Class A Common Stock having an aggregate purchase price (including any reasonable fees and commissions actually paid) of not less than $4.0 million (the “Commitment”). Subject to the preceding sentence, the terms and conditions of such purchases, including the timing, frequency, manner and price thereof, shall be, subject to compliance with applicable Law, (including compliance with the limitations under Rule 10b-18 promulgated under the Exchange Act, whether or not TCP or the purchasing party is entitled to rely upon such rule), in the sole discretion of TCP or the purchasing party. Notwithstanding the foregoing, in no event shall TCP be required to fund or cause the funding of any amount in excess of the Commitment, nor shall the Commitment include any obligation to make any purchases at a per share price in excess of 80.0% of the book value per share of the Company’s common stock after giving effect to the Merger (calculated in accordance with GAAP, as presented in most recently available financial statements of the Company and its subsidiaries (including TPT) at the time of such purchase after giving effect to consummation of the transactions contemplated by the Merger Agreement). TCP shall keep the Company reasonably informed on a prompt basis upon request with respect to the status of such purchases.

2.Funding Conditions. Notwithstanding anything else herein, the obligation of TCP to consummate or cause the consummation of the Commitment in accordance with Section 1 of this letter agreement is subject to the completion of the transactions contemplated by the Merger Agreement.

3.SEC Filings. To the extent that either TCP, or the purchasing party, on the one hand, or the Company, on the other hand, determines, based upon the advice of counsel, that it is required by the Exchange Act to make any filing with the SEC with respect to the transactions contemplated by this letter agreement, TCP or the Company, as applicable, shall provide the other party with a reasonable opportunity to review and comment on such filing prior to its submission, and shall consider any comments from the other party in good faith.

4.Expiration. All obligations under this letter agreement shall become effective on the date and time at which the Merger Agreement has been duly executed by all parties thereto. TCP’s obligation under this letter agreement will terminate automatically and immediately upon the earlier to occur of (a) the Termination Date, (b) the funding of the Commitment and (c) the termination of the Merger Agreement in accordance with its terms. Upon termination of this letter agreement, TCP shall not have any further obligations or liabilities hereunder; provided that nothing herein shall relieve TCP of any Willful and Material Breach of its obligations hereunder that occurred prior to such termination.

5.No Assignment. The Commitment evidenced by this letter agreement shall not be assignable (by operation of law, merger, consolidation, change in control or otherwise) by the Company without TCP’s prior written consent. TCP may, without the prior written consent of the Company and approval by a majority of the independent directors of the board of directors of the Company, assign some or all of its

obligations under Section 1; provided that no assignment by TCP of any of its obligations hereunder will relieve TCP of its obligations under this letter agreement.

6.Third Party Beneficiaries.

(a)Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, the Company, by its acceptance of the benefits of the Commitment, agrees and acknowledges that no person other than TCP shall have any obligations hereunder and that, notwithstanding that TCP or its permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith shall be had against any former, current or future director, officer, employee, direct or indirect equityholder, controlling person, general or limited partner, manager, member, stockholder, affiliate, successor or assign of TCP or any former, current or future director, officer, employee, direct or indirect equityholder, controlling person, general or limited partner, manager, member, stockholder, affiliate, successor or assign of any of the foregoing (each, an “TCP Related Party”), whether by or through attempted piercing of the corporate veil (or similar doctrine related to limited liability companies, limited partnerships or other persons), by or through a claim by or on behalf of the Company against any TCP Related Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any Law, or otherwise, except the foregoing shall not limit the Company’s rights to cause TCP to consummate or cause the consummation of the purchases contemplated by the Commitment pursuant to Section 1. It is expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any TCP Related Party for any obligations of TCP or any of its successors or permitted assigns under this letter agreement or any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation.

(b)Nothing herein, express or implied, is intended or shall confer upon any other person any rights, benefits or remedies whatsoever, under or by reason of this letter agreement.

7.Amendment. This letter agreement may not be amended or modified except by an instrument in writing signed by the parties hereto.

8.Severability. Any term or provision of this letter agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. No party hereto shall assert, and each party shall cause its respective affiliates, security holders and representatives not to assert, that this letter agreement or any part hereof is invalid, illegal or unenforceable. The parties hereto further agree that if any provision contained herein is, to any extent, held invalid, illegal or unenforceable in any respect under the Laws governing this letter agreement, the remaining provisions of this letter agreement shall be unaffected and remain valid, legal and enforceable to the fullest extent permitted by Law and, to the extent necessary, this letter agreement shall be reformed, construed and enforced so as to replace any provision contained herein that is held invalid, illegal or unenforceable with a valid, legal and enforceable provision that best gives effect to the intent of the parties hereto.

Notwithstanding anything herein to the contrary, (a) under no circumstances will TCP’s liability pursuant to this letter agreement exceed the amount of the Commitment, whether based upon contract, tort or any other claim or legal theory and (b) no person other than the undersigned shall have any liability or obligation hereunder, and no recourse hereunder and no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by, any TCP Related Party (other than TCP, solely in accordance with the terms and conditions of this letter agreement), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise.

9.Governing Law.

THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. EACH PARTY HERETO HEREBY, WITH RESPECT TO ANY LEGAL CLAIM OR ACTION ARISING OUT OF THIS LETTER AGREEMENT, (A) EXPRESSLY AND IRREVOCABLY SUBMITS, FOR ITSELF AND WITH RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY AND ANY APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DOES NOT HAVE OR DECLINES JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE) (COLLECTIVELY, THE “CHOSEN COURTS”), (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY CHOSEN COURT, (C) AGREES THAT IT WILL NOT BRING ANY CLAIM OR ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS EXCEPT IN THE CHOSEN COURTS AND (D) WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, AND AGREES NOT TO ASSERT, BY WAY OF MOTION OR AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN THE CHOSEN COURTS OF ANY CLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE PARTIES AGREE THAT A FINAL AND NONAPPEALABLE JUDGMENT IN ANY ACTION SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER COMPETENT JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. THE PARTIES HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY ANY PARTY AGAINST ANOTHER PARTY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

This letter agreement constitutes the entire agreement among the parties, and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter hereof and thereof. This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement, and any one of which may be delivered by facsimile or as attachments to email.

If the foregoing is acceptable to you, please sign and return a copy of this letter agreement.

*    *    *    *    *

Very truly yours,

TERRA CAPITAL PARTNERS, LLC

By: Mavik Capital Management, LP, its sole member

By: Mavik Capital Group, LP, its general partner

By: Mavik Capital GP, LLC, its general partner

By: /s/ Vikram S. Uppal_______________

Name: Vikram S. Uppal

Title: Chief Executive Officer

Acknowledged and Agreed:

WESTERN ASSET MORTGAGE CAPITAL CORPORATION

By: /s/ Elliott Neumayer_______________

Name: Elliott Neumayer

Title: Chief Operating Officer

XML

Cover Page	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 27, 2023
Entity Registrant Name	Western Asset Mortgage Capital Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35543
Entity Tax Identification Number	27-0298092
Entity Address, Address Line One	385 East Colorado Boulevard,
Entity Address, Postal Zip Code	91101
Entity Address, City or Town	Pasadena
Entity Address, State or Province	CA
City Area Code	801
Local Phone Number	952-3390
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	WMC
Security Exchange Name	NYSE
Entity Central Index Key	0001465885
Amendment Flag	false